Exhibit 2.1

UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
- - - - - - - - - - - - - - - - - - - - - - - -   x
                            In re                 :
                                                  :
AMERICAN BANKNOTE CORPORATION,                    :    Chapter 11
                                                  :    Case No. 99 B 11577 (PCB)
                                    Debtor.       :
- - - - - - - - - - - - - - - - - - - - - - - -   x




                        THIRD AMENDED REORGANIZATION PLAN
                        OF AMERICAN BANKNOTE CORPORATION









                                        SKADDEN, ARPS, SLATE, MEAGHER
                                          & FLOM LLP
                                        Kayalyn A. Marafioti
                                        Frederick D. Morris
                                        Four Times Square
                                        New York, New York  10036-6522
                                        (212) 735-3000
                                        Attorneys for American Banknote
                                        Corporation

Dated:   New York, New York
November 3, 2000

<PAGE>
                                TABLE OF CONTENTS


TABLE OF EXHIBITS...........................................................vi

INTRODUCTION.................................................................1


ARTICLE I

DEFINITIONS, RULES OF INTERPRETATION, AND COMPUTATION OF TIME................1

     A.   Scope Of Definitions; Rules Of Construction........................1
     B.   Definitions........................................................1
     C.   Rules Of Interpretation...........................................15
     D.   Computation Of Time...............................................15

ARTICLE II

CLASSIFICATION OF CLAIMS AND INTERESTS......................................15

     A.   Introduction......................................................15
     B.   Unclassified Claims (not entitled to vote on the Plan)............15
          1.   Administrative Claims........................................15
          2.   Priority Tax Claims..........................................15
     C.   Unimpaired Classes Of Claims  (deemed to have accepted the
          Plan and, therefore, not entitled to vote)........................16
          1.   Class 1:  Other Priority Claims..............................16
          2.   Class 2:  Other Secured Claims...............................16
          3.   Class 3:  General Unsecured Claims...........................16
          4.   Class 4:  11 5/8% Senior Note Claims.........................16
     D.   Impaired Classes Of Claims Against And Interests In ABN...........16
          1.   Class 5:  10 3/8% Senior Note Claims.........................16
          2.   Class 6:  11 1/4% Senior Subordinated Note Claims............16
          3.   Class 7:  Convertible Subordinated Note Claims...............16
          4.   Class 8:  Unsurrendered Preferred Stock Claims...............16
          5.   Class 9:  Preferred Stock Interests..........................17
          6.   Class 10:  Common Stock Interests............................17
          7.   Class 11:  Securities Claims.................................17
          8.   Class 12:  Warrants Interests................................17

ARTICLE III

TREATMENT OF CLAIMS AND INTERESTS...........................................17

     A.   Unclassified Claims...............................................17
          1.   Administrative Claims........................................17
          2.   Priority Tax Claims..........................................18
     B.   Unimpaired Classes Of Claims......................................18
          1.   Class 1:  Other Priority Claims..............................18
          2.   Class 2:  Other Secured Claims...............................18
          3.   Class 3:  General Unsecured Claims...........................19
          4.   Class 4:  11 5/8% Senior Note Claims.........................19
     C.   Impaired Classes Of Claims And Interests..........................19
          1.   Class 5:  10 3/8% Senior Note Claims.........................19
          2.   Class 6:  11 1/4% Senior Subordinated Note Claims............20
          3.   Class 7:  Convertible Subordinated Note Claims...............21
          4.   Class 8:  Unsurrendered Preferred Stock Claims...............22
          5.   Class 9:  Preferred Stock Interests..........................22
          6.   Class 10:  Common Stock Interests............................22
          7.   Class 11:  Securities Claims.................................23
          8.   Class 12:  Warrants Interests................................26
     D.   Special Provision Regarding Unimpaired Claims.....................26
     E.   Accrual Of Post-petition Interest.................................26

ARTICLE IV

MEANS FOR IMPLEMENTATION OF THE PLAN........................................26

     A.   Continued Corporate Existence.....................................26
     B.   Corporate Action..................................................27
          1.   Cancellation Of Existing Securities And Agreements...........27
     C.   Restructuring Transactions........................................27
          1.   New Securities...............................................27
          2.   Registration Rights..........................................28
          3.   Rights Offering..............................................29
          4.   Securities Claims Reserve....................................29
     D.   Directors And Officers............................................30
     E.   Revesting Of Assets...............................................30
     F.   Preservation Of Rights Of Action..................................31
     G.   Effectuating Documents; Further Transactions......................31
     H.   Exemption From Certain Transfer Taxes.............................31

ARTICLE V

ACCEPTANCE OR REJECTION OF THE PLAN.........................................32

     A.   Classes Entitled To Vote..........................................32
     B.   Acceptance By Impaired Classes....................................32
     C.   Cramdown..........................................................32

ARTICLE VI

SECURITIES TO BE ISSUED IN CONNECTION WITH THE PLAN.........................32

ARTICLE VII

PROVISIONS GOVERNING DISTRIBUTIONS..........................................33

     A.   Distributions For Claims Allowed As Of The Consummation Date......33
     B.   Disbursing Agent..................................................33
     C.   Surrender Of Securities Or Instruments............................33
     D.   Instructions To Disbursing Agent..................................34
     E.   Services Of Indenture Trustees, Agents, And Servicers.............34
     F.   Record Date For Distributions To Holders Of 10 3/8% Senior
          Notes, 11 5/8% Senior Notes, 11 1/4% Senior Subordinated Notes,
          Convertible Subordinated Notes,  Preferred Stock, And
          Common Stock......................................................34
     G.   Means Of Cash Payment.............................................35
     H.   Calculation Of Distribution Amounts Of New Securities.............35
     I.   Delivery Of Distributions.........................................36
     J.   Fractional Dollars; De Minimis Distributions......................36
     K.   Withholding And Reporting Requirements............................36
     L.   Setoffs...........................................................37

ARTICLE VIII

TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES.......................37

     A.   Assumed Contracts And Leases......................................37
     B.   Payments Related To Assumption Of Contracts And Leases............38
     C.   Rejected Contracts And Leases.....................................38
     D.   Bar To Rejection Damages..........................................38
     E.   Certain Employment Contracts......................................38
     F.   Compensation And Benefit Plans And Treatment Of Retirement Plan...38

ARTICLE IX

PROCEDURES FOR RESOLVING DISPUTED, CONTINGENT, AND UNLIQUIDATED CLAIMS......39

     A.   Objection Deadline; Prosecution Of Objections.....................39
     B.   No Distributions Pending Allowance................................40
     C.   Distribution Reserve..............................................40
     D.   Distributions After Allowance.....................................41

ARTICLE X

CONDITIONS PRECEDENT TO CONFIRMATION AND CONSUMMATION OF THE PLAN...........41

     A.   Conditions To Confirmation........................................41
     B.   Conditions To Consummation........................................42
     C.   Waiver Of Conditions..............................................44

ARTICLE XI

MODIFICATIONS AND AMENDMENTS................................................44

ARTICLE XII

RETENTION OF JURISDICTION...................................................45

ARTICLE XIII

COMPROMISES AND SETTLEMENTS.................................................46

     A.   Settlement Between ABN And ABNH...................................46
     B.   Settlement Among ABN, ABNH, And Parties To The ABN And ABNH
          Securities Actions................................................47
     C.   Settlement Between Equity Committee And Plaintiffs In ABN
          And ABNH Securities Actions.......................................47
     D.   Settlement Between Consultant And Equity Committee................48

ARTICLE XIV

MISCELLANEOUS PROVISIONS....................................................48

     A.   Bar Dates For Certain Claims......................................48
          1.   Administrative Claims; Substantial Contribution Claims.......48
          2.   Professional Fee Claims......................................48
          3.   Other Claims.................................................49
     B.   Payment Of Statutory Fees.........................................49
     C.   Severability Of Plan Provisions...................................49
     D.   Successors And Assigns............................................49
     E.   Discharge Of The Debtor And Injunction............................50
     F.   Debtor Releases...................................................50
     G.   Other Releases....................................................51
     H.   Waiver Of Enforcement Of Subordination............................52
     I.   Committees........................................................52
     J.   Binding Effect....................................................52
     K.   Revocation, Withdrawal, Or Non-Consummation.......................52
     L.   Plan Supplement...................................................53
     M.   Notices...........................................................53
     N.   Indemnification Obligations.......................................53
     O.   Prepayment........................................................54
     P.   Term Of Injunctions Or Stays......................................54
     Q.   Governing Law.....................................................54

<PAGE>

                                TABLE OF EXHIBITS

        EXHIBIT                       NAME

          A    Description Of New Common Stock

          B    Consultant Settlement Agreement

          C    Rights Offering Procedures

          D    Memorandum Of Understanding Among ABN, ABNH, And Parties To ABN
               And ABNH Securities Actions

          E    Memorandum Of Understanding Between Plaintiffs In ABN And ABNH
               Securities Actions And Equity Committee

          F    Term Sheet Between ABN And ABNH

          G    Reorganized American Banknote Corporation Certificate Of
               Incorporation And By-laws

          H    New Warrant Agreement

          I    Management Incentive Plan

          J    Consultant Option Plan

          K    Amendment to 10 3/8% Senior Notes Indenture

          L    Rejected Leases

          M    Settlement Agreement Between ABN And ABNH

          N    Registration Rights Agreement

          O    Settlement Agreement Among ABN, ABNH, And Parties To ABN And ABNH
               Securities Actions

          P    Description of Terms Of Equity Options

Post-Reorganization Officers And Directors

<PAGE>
                                  INTRODUCTION

     American Banknote Corporation ("ABN" or the "Debtor") proposes the
following reorganization plan (the "Plan") for the resolution of its outstanding
creditor Claims and equity Interests. Reference is made to the Disclosure
Statement, distributed contemporaneously herewith, for a discussion of the
Debtor's history, businesses, properties, results of operations, projections for
future operations, risk factors, a summary and analysis of the Plan, and certain
related matters, including the New Securities to be issued under the Plan, which
is a central feature of the Plan. The Debtor is the proponent of this Plan
within the meaning of section 1129 of the Bankruptcy Code.

     All holders of Claims and all holders of Interests are encouraged to read
this Plan and the Disclosure Statement in their entirety before voting to accept
or reject this Plan. Subject to certain restrictions and requirements set forth
in section 1127 of the Bankruptcy Code and Fed. R. Bankr. P. 3019 and those
restrictions on modifications set forth in Article XI of this Plan, the Debtor
reserves the right to alter, amend, modify, revoke, or withdraw this Plan prior
to its substantial consummation with the consent of the Noteholders' Committee.

                                   ARTICLE I

                      DEFINITIONS, RULES OF INTERPRETATION,
                             AND COMPUTATION OF TIME

A.   Scope Of Definitions; Rules Of Construction

     For purposes of this Plan, except as expressly provided or unless the
context otherwise requires, all capitalized terms not otherwise defined shall
have the meanings ascribed to them in Article I of this Plan. Any term used in
this Plan that is not defined herein, but is defined in the Bankruptcy Code or
the Bankruptcy Rules, shall have the meaning ascribed to that term in the
Bankruptcy Code or the Bankruptcy Rules. Whenever the context requires, such
terms shall include the plural as well as the singular number, the masculine
gender shall include the feminine, and the feminine gender shall include the
masculine.

B.   Definitions

     1.1 "ABN" means American Banknote Corporation, a Delaware corporation
having its principal place of business in New York City, New York and any
predecessor to ABN, including, without limitation, ABN as debtor-in-possession
and as reorganized hereunder, as applicable.

     1.2 "ABN D&O Policy" means the directors, officers, and corporate liability
insurance policy number 485-19-96 issued by National Union Fire Insurance
Company of Pittsburgh, Pa., an affiliate of AIG, in the name of ABN.

     1.3 "ABNH" means American Bank Note Holographics, Inc., a former subsidiary
of ABN.

     1.4 "ABN Securities Action" means the consolidated purported class action
captioned IN RE AMERICAN BANKNOTE CORPORATION SECURITIES LITIGATION, No. 99 Civ.
0661(CM) (S.D.N.Y.), in which ABN is a named defendant.

     1.5 "ABNH Securities Action" means the consolidated purported class action
captioned IN RE AMERICAN BANK NOTE HOLOGRAPHICS, INC. SECURITIES LITIGATION, No.
99 Civ. 0412(CM) (S.D.N.Y.), in which ABN is a named defendant.

     1.6 "ABN Securities Claims" means any and all Claims for fraud,
misrepresentation, rescission, reimbursement, contribution, indemnification, or
damages arising from, under, or in connection with (i) all agreements entered
into by ABN in connection with the issuance of the Common Stock, the Preferred
Stock, or the Warrants or (ii) the purchase or sale of the Common Stock, the
Preferred Stock, or the Warrants. ABN Securities Claims include, without
limitation, any and all Claims asserted or that could have been asserted in the
ABN Securities Action.

     1.7 "ABNH Securities Claims" means any and all Claims for fraud,
misrepresentation, rescission, reimbursement, contribution, indemnification, or
damages arising from, under, or in connection with (i) all agreements entered
into by ABN in connection with the issuance of any capital stock of ABNH or (ii)
the purchase or sale of the common stock of ABNH. ABNH Securities Claims
include, without limitation, any and all Claims asserted or that could have been
asserted in the ABNH Securities Action.

     1.8 "Administrative Claim" means a Claim for payment of an administrative
expense of a kind specified in section 503(b), 507(b), or 1114(e)(2) of the
Bankruptcy Code and entitled to priority pursuant to section 507(a)(1) of the
Bankruptcy Code, including, but not limited to, (i) the actual, necessary costs
and expenses, incurred after the Petition Date, of preserving the Estate and
operating the businesses of the Debtor, including wages, salaries, or
commissions for services rendered after the commencement of the Chapter 11 Case,
(ii) Professional Fees, (iii) all fees and charges assessed against the Estate
under Chapter 123 of title 28, United States Code, and (iv) all Allowed Claims
that are entitled to be treated as Administrative Claims pursuant to a Final
Order of the Bankruptcy Court under section 546(c)(2)(A) of the Bankruptcy Code.

     1.9 "Allowed Claim" means a Claim or any portion thereof (i) as to which no
objection to allowance or request for estimation has been interposed on or
before the date provided for herein or the expiration of such other applicable
period of limitation as may be fixed by the Bankruptcy Code, Bankruptcy Rules,
or the Bankruptcy Court, (ii) as to which any objection to its allowance has
been settled, waived through payment, or withdrawn, or has been denied by a
Final Order, (iii) that has been allowed by a Final Order, (iv) as to which the
liability of the Debtor, and the amount thereof, are determined by final order
of a court of competent jurisdiction other than the Bankruptcy Court, or (v)
that is expressly allowed in a liquidated amount in the Plan; PROVIDED, HOWEVER,
that with respect to an Administrative Claim, "Allowed Claim" means an
Administrative Claim as to which a timely request for payment has been made in
accordance with Article XIV.A.1 of this Plan (if such written request is
required) or other Administrative Claim, in each case as to which the Debtor (a)
has not interposed a timely objection or (b) has interposed a timely objection
and such objection has been settled, waived through payment, or withdrawn, or
has been denied by a Final Order.

     1.10 "Allowed" means, when used in reference to a Claim or Interest within
a particular Class, an Allowed Claim or Allowed Interest of the type described
in such Class.

     1.11 "Allowed Class . . . Claim" means an Allowed Claim in the particular
Class described.

     1.12 "Allowed Class . . . Interest" means an Interest in the particular
Class described (i) that has been allowed by a Final Order, (ii) for which (a)
no objection to allowance has been filed within the periods of limitation set
forth herein or such other periods fixed by the Bankruptcy Code, the Bankruptcy
Rules or by any Final Order of the Bankruptcy Court or (b) any objection to
allowance has been settled or withdrawn, or (iii) that is expressly allowed in
the Plan.

     1.13 "August 2002 Convertible Subordinated Notes" means the zero coupon
convertible subordinated notes due August 2, 2002 of ABN issued and outstanding
under the August 2002 Convertible Subordinated Debenture.

     1.14 "August 2002 Convertible Subordinated Debenture" means the debenture,
dated as of July 24, 1997, executed by ABN, pursuant to which $5 million in
aggregate principal amount of the August 2002 Convertible Subordinated Notes was
issued.

     1.15 "Ballots" means each of the ballot forms distributed with the
Disclosure Statement or the Summary Disclosure Statement to holders of Impaired
Claims and Impaired Interests entitled to vote under Article II hereof in
connection with the solicitation of acceptances of the Plan.

     1.16 "Bankruptcy Code" means the Bankruptcy Reform Act of 1978, as codified
in title 11 of the United States Code, 11 U.S.C.ss.ss. 101- 1330, as now in
effect or hereafter amended.

     1.17 "Bankruptcy Court" means the United States Bankruptcy Court for the
Southern District of New York or such other court as may have jurisdiction over
the Chapter 11 Case.

     1.18 "Bankruptcy Rules" means, collectively, the Federal Rules of
Bankruptcy Procedure and the Official Bankruptcy Forms, as amended, the Federal
Rules of Civil Procedure, as amended, as applicable to the Chapter 11 Case or
proceedings therein, and the Local Rules of the Bankruptcy Court, as applicable
to the Chapter 11 Case or proceedings therein, as the case may be.

     1.19 "Bar Date" means the date, if any, designated by the Bankruptcy Court
as the last date for filing proofs of Claim (including Administrative Claims
other than Professional Fee Claims) against or Interests in the Debtor.

     1.20 "Benefit Plans" means all benefit plans, policies, and programs
sponsored by ABN, including, without limitation, all savings plans, health
plans, disability plans, life insurance plans, deferred compensation plans,
retirement plans, severance plans, and executive incentive plans.

     1.21 "Business Day" means each Monday, Tuesday, Wednesday, Thursday, and
Friday which is not a day on which banking institutions in New York, New York
are authorized or obligated by law or executive order to close.

     1.22 "Case Interest Rate" means the federal judgment rate provided in 28
U.S.C.ss. 1961 in effect on the Petition Date compounded annually on each
anniversary of the Petition Date.

     1.23 "Cash" means legal tender of the United States or equivalents thereof.

     1.24 "Chapter 11 Case" means the Chapter 11 case of ABN.

     1.25 "Claim" means a claim against the Debtor, whether or not asserted, as
defined in section 101(5) of the Bankruptcy Code.

     1.26 "Class" means a category of holders of Claims or Interests, as
described in Article II hereof.

     1.27 "Class Action Settlements" means, collectively, the settlements of the
ABN Securities Action and the ABNH Securities Action.

     1.28 "Collateral" means any property or interest in property of the
Debtor's Estate subject to a Lien to secure the payment or performance of a
Claim, which Lien is not subject to avoidance under the Bankruptcy Code or
otherwise invalid under the Bankruptcy Code or applicable state law.

     1.29 "Common Stock" means common stock, par value $.01 per share, of ABN,
authorized as of the Petition Date.

     1.30 "Common Stock Interest" means any Interest from or under the Common
Stock.

     1.31 "Confirmation" means entry by the Bankruptcy Court of the Confirmation
Order.

     1.32 "Confirmation Date" means the date of entry of the Confirmation Order
by the clerk of the Bankruptcy Court.

     1.33 "Confirmation Hearing" means the hearing to consider confirmation of
the Plan under section 1128 of the Bankruptcy Code.

     1.34 "Confirmation Order" means the order entered by the Bankruptcy Court
confirming the Plan.

     1.35 "Consultant" means Morris Weissman.

     1.36 "Consultant Options" means the options to be issued by Reorganized ABN
to the Consultant to purchase New Common Stock pursuant to the provisions of the
Consultant Option Plan.

     1.37 "Consultant Option Plan" means the consultant option plan pursuant to
which the Consultant Options will be issued, substantially in the form of the
option plan to be included in the Plan Supplement, to be adopted by ABN and
Reorganized ABN pursuant to Article IV.C hereof.

     1.38 "Consultant Settlement Agreement" means that certain consulting,
non-competition, and termination agreement, dated as of March 13, 2000, among
the Consultant, ABN, and American Banknote Company, as amended by amendment
dated June 26, 2000.

     1.39 "Consummation Date" means the Business Day on which all conditions to
the consummation of the Plan as set forth in Article X.B hereof have been
satisfied or waived as provided in Article X.C hereof.

     1.40 "Convertible Subordinated Notes" means the August 2002 Convertible
Subordinated Notes and the November 2002 Convertible Subordinated Notes.

     1.41 "Convertible Subordinated Note Claim" means a Claim of a holder of
Convertible Subordinated Notes arising from or under the Convertible
Subordinated Notes.

     1.42 "Creditor" means any Person who holds a Claim against the Debtor.

     1.43 "Creditors' Committee" means the committee of unsecured creditors, if
any, appointed pursuant to section 1102(a) of the Bankruptcy Code in the Chapter
11 Case.

     1.44 "Cumulative Preferred Stock" means the preferred stock, par value $.01
per share, issued by United States Banknote Corporation, the predecessor of ABN,
which was redeemed by United States Banknote Corporation on or about June 24,
1992.

     1.45 "Cure" means the distribution of Cash, or such other property as may
be agreed upon by the parties or ordered by the Bankruptcy Court, with respect
to the assumption of an executory contract or unexpired lease, pursuant to
section 365(b) of the Bankruptcy Code, in an amount equal to all unpaid monetary
obligations, without interest, or such other amount as may be agreed upon by the
parties under such executory contract or unexpired lease, to the extent such
obligations are enforceable under the Bankruptcy Code and applicable
non-bankruptcy law.

     1.46 "Debtor" means ABN including in its capacity as debtor-in-possession
pursuant to sections 1107 and 1108 of the Bankruptcy Code.

     1.47 "Disbursing Agent" means Reorganized ABN or any party designated by
Reorganized ABN, in its sole discretion, to serve as a disbursing agent under
the Plan.

     1.48 "Disclosure Statement" means the written amended disclosure statement
and/or the summary plan and disclosure statement, as applicable, that relates to
the Plan, dated September 12, 2000, as amended, supplemented, or modified from
time to time, and that is prepared and distributed in accordance with sections
1125 and 1126(b) of the Bankruptcy Code and Fed. R. Bankr. P. 3018.

     1.49 "Disputed Claim" or "Disputed Interest" means, as applicable, any
Claim or Interest not otherwise Allowed or paid pursuant to the Plan or an order
of the Bankruptcy Court (i) which has been or hereafter is listed on the
Schedules as unliquidated, contingent, or disputed, and which has not been
resolved by written agreement of the parties or an order of the Bankruptcy
Court, (ii) proof of which was required to be filed by order of the Bankruptcy
Court but as to which a proof of Claim or Interest was not timely or properly
filed, (iii) proof of which was timely and properly filed and which has been or
hereafter is listed on the Schedules as unliquidated, disputed, or contingent,
(iv) that is disputed in accordance with the provisions of this Plan, or (v) as
to which the Debtor has interposed a timely objection or request for estimation
in accordance with the Plan, the Bankruptcy Code, the Bankruptcy Rules, and any
orders of the Bankruptcy Court, or is otherwise disputed by the Debtor in
accordance with applicable law, which objection, request for estimation, or
dispute has not been withdrawn or determined by a Final Order; PROVIDED,
HOWEVER, that for purposes of determining whether a particular Claim or Interest
is a Disputed Claim or a Disputed Interest prior to the expiration of any period
of limitation fixed for the interposition by the Debtor of objections to the
allowance of Claims or Interests, any Claim or Interest that is not identified
by the Debtor as an Allowed Claim shall be deemed a Disputed Claim or Disputed
Interest.

     1.50 "Distribution Date" means the date, occurring as soon as practicable
after the Consummation Date, upon which distributions are made by Reorganized
ABN or the Disbursing Agent to holders of Allowed Administrative Claims,
Priority Tax Claims, Class 1 Other Priority Claims, Class 4 11 5/8% Senior Note
Claims, Class 5 10 3/8% Senior Note Claims, Class 6 11 1/4% Senior Subordinated
Note Claims, Class 7 Convertible Subordinated Note Claims, Class 8 Unsurrendered
Preferred Stock Claims, Class 9 Preferred Stock Interests, Class 10 Common Stock
Interests, and Class 11 Securities Claims.

     1.51 "Distribution Record Date" means the record date for purposes of
making distributions under the Plan to holders of Allowed Claims and Allowed
Interests, which date shall be January 5, 2001.

     1.52 "Distribution Reserve" means the reserve, if any, established and
maintained by the Reorganized Debtor, into which the Reorganized Debtor shall
deposit the amount of Cash, New Common Stock, New Warrants, Equity Options, or
other property that would have been distributed by the Reorganized Debtor on the
Distribution Date to holders of (i) Disputed Claims (other than Opt-Out ABN
Securities Claims and Opt-Out ABNH Securities Claims) or Disputed Interests,
(ii) contingent liquidated Claims, if such Claims had been undisputed or
noncontingent Claims on the Distribution Date, pending (a) the allowance of such
Claims, (b) the estimation of such Claims for purposes of allowance,or (c) the
realization of the contingencies, and (iii) unliquidated Claims, as if such
Claims had been liquidated on the Distribution Date, such amount to be estimated
by the Bankruptcy Court or agreed upon by ABN and the holders thereof as
sufficient to satisfy such unliquidated Claim upon such Claim's (a) allowance,
(b) estimation for purposes of allowance, or (c) liquidation, pending the
occurrence of such estimation or liquidation.

     1.53 "District Court" means the United States District Court for the
Southern District of New York or such other court as may have jurisdiction over
the ABN Securities Action and the ABNH Securities Action.

     1.54 "District Court Claims Administrator" means the firm that shall
administer the distributions under the Class Action Settlements pursuant to the
terms of the Class Action Settlements.

     1.55 "EBITDA" means earnings before interest, taxes, depreciation, and
amortization.

     1.56 "11 5/8% Senior Note Claim" means a Claim of a holder of 11 5/8%
Senior Notes arising from or under the 11 5/8% Senior Notes.

     1.57 "11 5/8% Senior Notes" means the 11 5/8% Senior Notes due August 1,
2002 of ABN, issued and outstanding under the 11 5/8% Senior Notes Indenture.

     1.58 "11 5/8% Senior Notes Indenture" means the indenture, dated as of May
1, 1994, among ABN and The First National Bank of Boston, as indenture trustee,
as modified by the First Supplemental Indenture, dated as of October 8, 1997,
among ABN and State Street Bank & Trust Company, as successor indenture trustee,
pursuant to which the 11 5/8% Senior Notes were issued.

     1.59 "11 1/4% Senior Subordinated Note Claim" means a Claim of a holder of
11 1/4% Senior Subordinated Notes arising from or under the 11 1/4% Senior
Subordinated Notes.

     1.60 "11 1/4% Senior Subordinated Notes" means the 11 1/4% Senior
Subordinated Notes due 2007 of ABN issued and outstanding under the 11 1/4%
Senior Subordinated Notes Indenture.

     1.61 "11 1/4% Senior Subordinated Notes Indenture" means the indenture,
dated as of December 12, 1997, among ABN, the Subsidiary Guarantors, and The
Bank of New York, as indenture trustee, pursuant to which the 11 1/4% Senior
Subordinated Notes were issued.

     1.62 "Equity Committee" means the official committee of equity security
holders appointed pursuant to section 1102(a) and (b) of the Bankruptcy Code in
the Chapter 11 Case.

     1.63 "Equity Options" means options to purchase up to 1.28% of the
outstanding shares of New Common Stock on a fully-diluted basis pursuant to the
terms of the Equity Options Agreement.

     1.64 "Equity Options Agreement" means the equity options agreement pursuant
to which the Equity Options will be issued, substantially in the form of the
agreement to be included in the Plan Supplement, to be adopted by ABN or
Reorganized ABN pursuant to Article IV.C hereof

     1.65 "Equity Reserve" means the reserve containing 915,396 shares of New
Common Stock (representing approximately 7.7% of the New Common Stock, subject
to dilution by the New Warrants, the Rights, the Management Incentive Options,
the Equity Options and the Consultant Options) and 622,481 New Warrants
(consisting of all of the New Warrants, and representing the right to purchase
approximately 5% of the New Common Stock, subject to dilution by the Management
Incentive Options, the Rights, the Equity Options and the Consultant Options),
which shall be distributed to the holders of Preferred Stock Interests, Common
Stock Interests, and the holders of Securities Claims on the Distribution Date
pursuant to the terms of this Plan.

     1.66 "Estate" means the estate of ABN in the Chapter 11 Case created
pursuant to section 541 of the Bankruptcy Code.

     1.67 "Existing Securities" means, collectively, the 10 3/8% Senior Notes,
11 1/4% Senior Subordinated Notes, Convertible Subordinated Notes, Series A
Preferred Stock, Series B Preferred Stock, Unsurrendered Preferred Stock, Common
Stock, and Warrants.

     1.68 "Face Amount" means (i) when used in reference to a Disputed Claim,
the full stated amount claimed by the holder of such Claim in any proof of Claim
timely filed with the Bankruptcy Court or otherwise deemed timely filed by any
Final Order of the Bankruptcy Court or other applicable bankruptcy law, (ii)
when used in reference to an unliquidated Claim, the amount of the Claim as
estimated by the Bankruptcy Court pursuant to section 502(c) of the Bankruptcy
Code, and (iii) when used in reference to an Allowed Claim, the allowed amount
of such Claim.

     1.69 "Final Order" means an order or judgment, the operation or effect of
which has not been stayed, reversed, or amended and as to which order or
judgment (or any revision, modification, or amendment thereof) the time to
appeal or seek review or rehearing has expired and as to which no appeal or
petition for review or rehearing was filed or, if filed, remains pending.

     1.70 "General Unsecured Claim" means a Claim against the Debtor that is not
an Administrative Claim, Priority Tax Claim, Other Priority Claim, Other Secured
Claim, 10 3/8% Senior Note Claim, 11 5/8% Senior Note Claim, 11 1/4% Senior
Subordinated Note Claim, Convertible Subordinated Note Claim, Unsurrendered
Preferred Stock Claim, or Securities Claim.

     1.71 "Impaired" means, when used with reference to a Claim or Interest, a
Claim or Interest that is impaired within the meaning of section 1124 of the
Bankruptcy Code.

     1.72 "Indenture Trustee" means The Bank of New York or its successor, in
either case in its capacity as indenture trustee under the 11 1/4% Senior
Subordinated Notes Indenture.

     1.73 "Indenture Trustees" means, collectively, the Indenture Trustee, the
Senior Notes Indenture Trustee, and the indenture trustee for the 11 5/8% Senior
Notes Indenture.

     1.74 "Interest" means (i) the interest of any holder of equity securities
of ABN represented by any issued and outstanding shares of common or preferred
stock or other instrument evidencing a present ownership interest in the Debtor,
whether or not transferable and (ii) any option, warrant, or right, contractual
or otherwise, to acquire or receive any such interest.

     1.75 "Lien" means a charge against or interest in property to secure
payment of a debt or performance of an obligation.

     1.76 "Litigation Claims" means the claims, rights of action, suits, or
proceedings, whether in law or in equity, whether known or unknown, that the
Debtor or its Estate may hold against any Person, which are to be retained by
the Reorganized Debtor pursuant to Article IV.F hereof.

     1.77 "Management Incentive Plan" means the management incentive plan
pursuant to which the Management Incentive Options will be issued, substantially
in the form of the option plan to be included in the Plan Supplement, to be
adopted by ABN or Reorganized ABN pursuant to Article IV.C hereof.

     1.78 "Management Incentive Plan Participants" means the employees of ABN
and the employees of certain of the Subsidiaries who will be participants in the
Management Incentive Plan.

     1.79 "Management Incentive Options" means the options to be issued by
Reorganized ABN to the Management Incentive Plan Participants to purchase New
Common Stock pursuant to the provisions of the Management Incentive Plan.

     1.80 "New Common Stock" means the 20 million shares of common stock of
Reorganized ABN, $.01 par value per share, authorized under Article IV.C hereof
and the Reorganized ABN Certificate of Incorporation and By-laws.

     1.81 "New Securities" means, collectively, the New Common Stock (including
shares of New Common Stock subscribed to as part of the Rights Offering in
accordance with the Rights Offering Procedures), New Warrants, Equity Options,
Consultant Options, and Management Incentive Options.

     1.82 "New Series 1 Warrants" means the 311,241 Series 1 Warrants to
purchase an aggregate of 311,241 shares of New Common Stock at an exercise price
of $10.00 per share, representing the right to purchase in the aggregate
approximately 2.5% of New Common Stock issued on the Distribution Date, subject
to dilution by the New Series 2 Warrants, the Rights, the Management Incentive
Options, the Equity Options, and the Consultant Options, issued in accordance
with Article IV.C hereof and the New Warrant Agreement.

     1.83 "New Series 2 Warrants" means the 311,240 Series 2 Warrants to
purchase an aggregate of 311,240 shares of New Common Stock at an exercise price
of $12.50 per share, representing the right to purchase in the aggregate
approximately 2.5% of New Common Stock issued on the Distribution Date, subject
to dilution by the New Series 1 Warrants, the Management Incentive Options, the
Rights, the Equity Options, and the Consultant Options, issued in accordance
with Article IV.C hereof and the New Warrant Agreement.

     1.84 "New Warrants" means the New Series 1 Warrants and the New Series 2
Warrants.

     1.85 "New Warrant Agreement" means the warrant agreement governing the
issuance of the New Warrants substantially in the form to be included in the
Plan Supplement.

     1.86 "Noteholders' Committee" means the unofficial committee of certain
holders of 11 1/4% Senior Subordinated Note Claims formed prior to the Petition
Date, the members of which include Magten Asset Management, Bay Harbour
Management, L.C., Highland Capital Management, L.P., and Romulus Holdings, Inc.,
and the two EX OFFICIO members of which are the Bank of New York, as Indenture
Trustee, and HSBC Bank USA, as successor indenture trustee under the 10 3/8%
Senior Notes Indenture, which committee represents at least eighty-five percent
(85%) in principal amount of the holders of the 11 1/4 Senior Subordinated Notes
and at least fifty-six percent (56%) in principal amount of the holders of the
10 3/8% Senior Notes.

     1.87 "November 2002 Convertible Subordinated Notes" means the zero coupon
convertible subordinated debentures of ABN due November 24, 2002, issued and
outstanding under the November 2002 Convertible Subordinated Debentures.

     1.88 "November 2002 Convertible Subordinated Debentures" means collectively
(i) the debenture, dated as of November 24, 1997 , pursuant to which $1 million
in aggregate principal amount of November 2002 Convertible Subordinated Notes
was issued by ABN and (ii) the debenture, dated as of November 24, 1997,
pursuant to which $4 million in aggregate principal amount of November 2002
Convertible Subordinated Notes was issued by ABN.

     1.89 "Opt-Out ABN Securities Claims" means any and all ABN Securities
Claims, held by any Person who has filed a proof of claim in this Chapter 11
Case relating thereto, and who has elected to opt out of the Class Action
Settlements.

     1.90 "Opt-Out ABNH Securities Claims" means any and all ABNH Securities
Claims, held by any Person who has filed a proof of claim in this Chapter 11
Case relating thereto, and who has elected to opt out of the Class Action
Settlements.

     1.91 "Other Priority Claim" means a Claim entitled to priority pursuant to
section 507(a) of the Bankruptcy Code, other than a Priority Tax Claim or
Administrative Claim.

     1.92 "Other Secured Claims" means, collectively, all Secured Claims other
than the 10 3/8% Senior Note Claims.

     1.93 "Person" means any individual, corporation, partnership, association,
limited liability company, indenture trustee, organization, joint stock company,
joint venture, estate, trust, governmental unit or any subdivision thereof,
official or unofficial committee, and any other entity.

     1.94 "Petition Date" means the date on which ABN filed its petition for
reorganization relief, commencing the Chapter 11 Case.

     1.95 "Plan" means this Chapter 11 plan of reorganization for ABN and all
exhibits annexed hereto or referenced herein, as the same may be amended,
modified, or supplemented from time to time, and includes the Plan Supplement.

     1.96 "Plan Supplement" means the compilation of documents and forms of
documents specified in the Plan which will be filed with the Bankruptcy Court on
or before the date that is seven (7) days prior to the hearing on Confirmation.

     1.97 "Preferred Stock" means the series B preferred stock, par value $.01,
of ABN, authorized as of the Petition Date.

     1.98 "Preferred Stock Interest" means any Interest arising from or under
the Preferred Stock.

     1.99 "Priority Tax Claim" means a Claim that is entitled to priority
pursuant to section 507(a)(8) of the Bankruptcy Code.

     1.100 "Professional" means any professional employed in the Chapter 11 Case
pursuant to sections 327 or 1103 of the Bankruptcy Code or otherwise and the
professionals seeking compensation or reimbursement of expenses in connection
with the Chapter 11 Case pursuant to sections 503(b)(4) or 1129(a)(4) of the
Bankruptcy Code.

     1.101 "Professional Fee Claim" means a Claim of a Professional for
compensation or reimbursement of costs and expenses relating to services
incurred after the Petition Date and prior to and including the Confirmation
Date.

     1.102 "Pro Rata" means, at any time, the proportion that the Face Amount of
a Claim or Interest in a particular Class bears to the aggregate Face Amount of
all Claims or Interests (including Disputed Claims and Interests) in such Class,
unless the Plan provides otherwise.

     1.103 "Registration Rights Agreement" means the agreement, between
Reorganized ABN and the members of the Noteholders' Committee and the Equity
Committee who may be deemed to be "affiliates" or "underwriters" of Reorganized
ABN for purposes of the Securities Act, governing the registration of Restated
10 3/8% Senior Notes, New Warrants, Equity Options, and New Common Stock,
including, but not limited to, the additional shares of New Common Stock
issuable upon exercise of the New Warrants, the Rights, and the Equity Options
in substantially the form of the registration rights agreement to be included in
the Plan Supplement.

     1.104 "Reinstated" or "Reinstatement" means, notwithstanding any
contractual provision or applicable law that entitles the holder of a Claim to
demand or receive accelerated payment of such Claim after the occurrence of a
default, (i) curing any such default that occurred before or after the Petition
Date, other than a default of a kind specified in section 365(b)(2) of the
Bankruptcy Code, (ii) reinstating the maturity of such Claim as such maturity
existed before such default, (iii) compensating the holder of such Claim for any
damages incurred as a result of any reasonable reliance by such holder on such
contractual provision or such applicable law, and (iv) not otherwise altering
the legal, equitable, or contractual rights to which such Claim entitles the
holder of such Claim.

     1.105 "Restated 10 3/8% Senior Notes" means the 10 3/8% Senior Notes, as
reinstated with modifications in accordance with Article III.C.1 hereof.

     1.106 "Reorganized ABN" means Reorganized ABN on and after the Confirmation
Date.

     1.107 "Reorganized Debtor" means Reorganized ABN on and after the
Confirmation Date.

     1.108 "Reorganized ABN Certificate of Incorporation and By-laws" means
Reorganized ABN's certificate of incorporation and by-laws in effect under the
laws of the State of Delaware, as amended by the Plan, substantially in the form
to be included in the Plan Supplement.

     1.109 "Restricted Subsidiary" means any direct or indirect Subsidiary of
ABN whose stock is pledged by ABN to secure the 10 3/8% Senior Notes pursuant to
the 10 3/8% Senior Notes Indenture.

     1.110 "Retirement Plan" means the ABNCo Retirement Plan, a tax qualified
defined benefit pension plan covered by Title IV of the Employee Retirement
Income Security Act ("ERISA"), as amended, 29 U.S.C.ss.ss.1302 et seq. (1994 &
Supp. III 1997).

     1.111 "Rights" means the rights to acquire shares of New Common Stock for a
purchase price of $8.00 per share in accordance with Article IV.C.3 hereof.

     1.112 "Rights Offering" means the equity rights offering under Article
IV.C.3 hereof pursuant to which the holder of an Allowed Preferred Stock
Interest or an Allowed Common Stock Interest may, on or prior to the deadline by
which Ballots must be received, exercise its right to receive shares of New
Common Stock pursuant to the Rights Offering Procedures.

     1.113 "Rights Offering Procedures" means the terms and procedures of the
Rights Offering that will govern the terms of the Rights Offering and shall be
in substantially the same form as the Rights Offering Procedures annexed hereto
as Exhibit C.

     1.114 "Schedules" means the schedules of assets and liabilities and the
statements of financial affairs, if any, filed in the Bankruptcy Court by ABN,
as such schedules or statements or may be amended or supplemented from time to
time in accordance with Fed. R. Bankr. P. 1009 or orders of the Bankruptcy
Court.

     1.115 "Secured Claim" means a Claim, other than a Setoff Claim, that is
secured by a Lien upon property, or the proceeds of the sale of such property,
in which the Debtor has an interest, to the extent of the value, as of the
Consummation Date or such later date as is established by the Bankruptcy Court,
of such Lien as determined by a Final Order of the Bankruptcy Court pursuant to
section 506 of the Bankruptcy Code or as otherwise agreed upon in writing by the
Debtor or Reorganized Debtor and the holder of such Claim.

     1.116 "Securities Act" means the Securities Act of 1933, 15
U.S.C.ss.ss.77a-77aa, as now in effect or hereafter amended.

     1.117 "Securities Claims" means, collectively, the ABN Securities Claims
and the ABNH Securities Claims.

     1.118 "Securities Claims Reserve" means a reserve of five (5) percent of
the portion of the Equity Reserve allocable to holders of Allowed Class 11
Claims, representing 18,308 shares of New Common Stock and 6,225 New Series 1
Warrants and 6,225 New Series 2 Warrants, established for the payment of Allowed
Opt-Out ABN Securities Claims and Allowed Opt-Out ABNH Securities Claims

     1.119 "Senior Notes Indenture Trustee" means HSBC Bank USA or its
successor, in either case in its capacity as successor indenture trustee under
the 10 3/8% Senior Notes Indenture.

     1.120 "Series A Preferred Stock" mean series A junior preferred stock of
ABN authorized as of the Petition Date.

     1.121 "Setoff Claim" means a Claim, against the Debtor, of a holder that
has a valid right of setoff with respect to such Claim, which right is
enforceable under section 553 of the Bankruptcy Code as determined by a Final
Order or as otherwise agreed to in writing by the Debtor, to the extent of the
amount subject to such right of setoff.

     1.122 "Subsidiaries" means the direct and indirect subsidiaries of ABN,
including American Bank Note Company; ABN Securities Systems, Inc.; Horsham
Holdings Company, Inc.; American Banknote Card Services, Inc.; American Banknote
Merchant Services, Inc.; American Banknote Corporation, International; ABN
Investments, Inc.; ABN Equities, Inc.; ABNH Equities, Inc.; American Bank Note
Grafica E. Servico Ltda. (77.5% owned); USBC Capital Corp.; Ordacard Hi-Tech
Industries, Ltd. (23% owned); American Banknote Australasia Holdings, Inc.; ABN
CBA, Inc.; ABN Australasia Limited; ML&C PTY LTD; American Banknote Pacific PTY
LTD; ABN Australasia Holdings PTY LTD; Leigh-Mardon Payment Systems PTY LTD;
American Banknote Australasia PTY LTD; American Banknote New Zealand Limited;
ABN Government Services, Inc.; Sati BV; Sati Holdings S.A.; Sati S.A.; Satel
S.A.; Cidel S.A.; MCE S.A.; CPS Finances S.A.; ABN South America, Inc.; American
Banknote Uruguay SAFI; and Transtex S.A.

     1.123 "Subsidiary Guarantees" means, collectively, the guaranties of the 11
1/4% Senior Subordinated Notes and the Senior Subordinated Notes Indenture
executed by the Subsidiary Guarantors.

     1.124 "Subsidiary Guarantors" means, collectively, American Bank Note
Company, ABN Securities Systems, Inc., Horsham Holdings Company, Inc., American
Banknote Card Services, Inc., American Banknote Merchant Services, Inc., ABN
Investments, Inc., ABN Equities, Inc., American Banknote Australasia Holdings,
Inc., ABN Government Services, Inc., ABN CBA, Inc., and USBC Capital
Corporation.

     1.125 "Substantial Contribution Claim" means a claim for compensation or
reimbursement of expenses incurred in making a substantial contribution in the
Chapter 11 Case pursuant to section 503(b)(3),(4), or (5) of the Bankruptcy
Code.

     1.126 "10 3/8% Senior Note Claim" means a Claim of a holder of 10 3/8%
Senior Notes arising from or under the 10 3/8% Senior Notes.

     1.127 "10 3/8% Senior Notes" means the 10 3/8% senior notes due June 1,
2002 of ABN, secured by the stock of the Restricted Subsidiaries, issued and
outstanding under the 10 3/8% Senior Notes Indenture.

     1.128 "10 3/8% Senior Notes Indenture" means the indenture, dated as of May
15, 1992, as modified by the first supplemental indenture, dated as of May 23,
1994, among ABN and Chemical Bank, as indenture trustee, and HSBC Bank USA as
successor indenture trustee, pursuant to which the 10 3/8% Senior Notes were
issued.

     1.129 "Unimpaired Claim" means a Claim that is not an Impaired Claim.

     1.130 "Unsurrendered Preferred Stock" means the those shares of Cumulative
Preferred Stock that were not surrendered for redemption to United States
Banknote Corporation, the predecessor of ABN, or to ABN.

     1.131 "Unsurrendered Preferred Stock Claim" means a Claim of a holder of
Unsurrendered Preferred Stock arising from or under the Unsurrendered Preferred
Stock.

     1.132 "Unsecured Claim" means any Claim against the Debtor, other than an
Administrative Claim, Secured Claim, or Other Secured Claim.

     1.133 "Warrants" means all incentive stock options, non-qualified stock
options, and stock appreciation rights granted under any Debtor-sponsored stock
option plans, and any other options, warrants, or rights, contractual or
otherwise, if any, to acquire or receive an Interest, authorized as of the
Petition Date.

     1.134 "Warrants Interest" means any Interest arising from or under the
Warrants.

C.   Rules Of Interpretation

     For purposes of the Plan (i) any reference in the Plan to a contract,
instrument, release, indenture, or other agreement or document being in a
particular form or on particular terms and conditions means that such document
shall be substantially in such form or substantially on such terms and
conditions, (ii) any reference in the Plan to an existing document or exhibit
filed or to be filed means such document or exhibit as it may have been or may
be amended, modified, or supplemented, (iii) unless otherwise specified, all
references in the Plan to sections, Articles, Schedules, and Exhibits are
references to Sections, Articles, Schedules, and Exhibits of or to the Plan,
(iv) the words "herein" and "hereto" refer to the Plan in its entirety rather
than to a particular portion of the Plan, (v) captions and headings to Articles
and Sections are inserted for convenience of reference only and are not intended
to be a part of or to affect the interpretation of the Plan, and (vi) the rules
of construction set forth in section 102 of the Bankruptcy Code and in the
Bankruptcy Rules shall apply.

D.   Computation Of Time

     In computing any period of time prescribed or allowed by the Plan, the
provisions of Fed. R. Bankr. P. 9006(a) shall apply.

                                   ARTICLE II

                     CLASSIFICATION OF CLAIMS AND INTERESTS

A.   Introduction

     All Claims and Interests, except Administrative Claims and Priority Tax
Claims, are placed in the Classes set forth below. In accordance with section
1123(a)(1) of the Bankruptcy Code, Administrative Claims and Priority Tax
Claims, as described below, have not been classified.

     A Claim or Interest is placed in a particular Class only to the extent that
the Claim or Interest falls within the description of that Class, and is
classified in other Classes to the extent that any portion of the Claim or
Interest falls within the description of such other Classes. A Claim is also
placed in a particular Class for the purpose of receiving distributions pursuant
to the Plan only to the extent that such Claim is an Allowed Claim in that Class
and such Claim has not been paid, released, or otherwise settled prior to the
Consummation Date.

B.   Unclassified Claims (not entitled to vote on the Plan)

     1. Administrative Claims

     2. Priority Tax Claims

C.   Unimpaired Classes Of Claims (deemed to have accepted the Plan and,
therefore, not entitled to vote)

     1. Class 1: Other Priority Claims

     Class 1 consists of all Other Priority Claims.

     2. Class 2: Other Secured Claims

     Class 2 consists of separate sub-Classes for each Secured Claim secured by
a Lien upon property in which ABN's Estate has an interest, except for the 10
3/8% Senior Note Claims. Each sub-Class is deemed to be a separate Class for all
purposes under the Plan and the Bankruptcy Code.

     3. Class 3: General Unsecured Claims

     Class 3 consists of all General Unsecured Claims.

     4. Class 4: 11 5/8% Senior Note Claims

     Class 4 consists of all 11 5/8% Senior Note Claims.

D.   Impaired Classes Of Claims Against And Interests In ABN

     1. Class 5: 10 3/8% Senior Note Claims

     Class 5 consists of all 10 3/8% Senior Note Claims. Notwithstanding
anything contained in this Plan to the contrary, the 10 3/8% Senior Note Claims
shall be deemed Allowed Class 5 10 3/8% Senior Note Claims in the aggregate
principal amount of $56,500,000 plus accrued and default interest through the
Consummation Date.

     2. Class 6: 11 1/4% Senior Subordinated Note Claims

     Class 6 consists of all 11 1/4% Senior Subordinated Note Claims.
Notwithstanding anything contained in this Plan to the contrary, the 11 1/4%
Senior Subordinated Note Claims shall be deemed Allowed Class 6 11 1/4% Senior
Subordinated Note Claims in the aggregate principal amount of $95,000,000 plus
accrued and default interest through the Petition Date.

     3. Class 7: Convertible Subordinated Note Claims

     Class 7 consists of all Convertible Subordinated Note Claims.
Notwithstanding anything in this Plan to the contrary, the Convertible
Subordinated Note Claims shall be deemed Allowed Class 7 Convertible
Subordinated Note Claims in the aggregate principal amount of $3,692,881.

     4. Class 8: Unsurrendered Preferred Stock Claims

     Class 8 consists of all of the Unsurrendered Preferred Stock Claims.

     5. Class 9: Preferred Stock Interests

     Class 9 consists of all Preferred Stock Interests.

     6. Class 10: Common Stock Interests

     Class 10 consists of all Common Stock Interests.

     7. Class 11: Securities Claims

     Class 11 consists of separate sub-Classes for the ABN Securities Claims and
the ABNH Securities Claims. Each sub-Class is deemed to be a separate Class for
all purposes under the Plan and the Bankruptcy Code.

          a. Class 11(a): ABN Securities Claims

     Class 11(a) consists of all ABN Securities Claims.

          b. Class 11(b): ABNH Securities Claims

     Class 11(b) consists of all ABNH Securities Claims.

     8. Class 12: Warrants Interests

     Class 12 consists of all Warrants Interests.

                                  ARTICLE III

                        TREATMENT OF CLAIMS AND INTERESTS

A.   Unclassified Claims

     1. Administrative Claims

     Except as otherwise provided for herein, and subject to the requirements of
Article XIV.A hereof, each holder of an Allowed Administrative Claim shall
receive, in full satisfaction, settlement, release, and discharge of and in
exchange for such Allowed Administrative Claim, (i) Cash equal to the unpaid
portion of such Allowed Administrative Claim or (ii) such other treatment as to
which the Debtor and such holder shall have agreed upon in writing; PROVIDED,
HOWEVER, that Allowed Administrative Claims with respect to liabilities incurred
by the Debtor in the ordinary course of business during the Chapter 11 Case
shall be paid in the ordinary course of business in accordance with the terms
and conditions of any agreements relating thereto.

     Pursuant to section 1129(a)(4) of the Bankruptcy Code, ABN or Reorganized
ABN shall pay in full the reasonable post-petition fees and expenses of the
Indenture Trustees and their respective professionals, and the Noteholders'
Committee's professionals, on or before the Consummation Date without the need
for such Indenture Trustees or such professionals to file a fee application or
obtain Bankruptcy Court approval of such fees and expenses.

     2. Priority Tax Claims

     Each holder of an Allowed Priority Tax Claim shall receive, in full
satisfaction, settlement, release, and discharge of and in exchange for such
Allowed Priority Tax Claim, (i) Cash equal to the unpaid portion of such Allowed
Priority Tax Claim, (ii) in the sole discretion of ABN, deferred Cash payments
over a period not exceeding six years after the date of assessment of such
Allowed Priority Tax Claim in an aggregate principal amount equal to the amount
of such Allowed Priority Tax Claim, plus interest on the unpaid portion thereof
at the Case Interest Rate, or (iii) such other treatment as to which ABN and
such holder shall have agreed upon in writing. ABN reserves the right to pay any
Allowed Priority Tax Claim, or any remaining balance of any Allowed Priority Tax
Claim, in full at any time on or after the Distribution Date without premium or
penalty.

B.   Unimpaired Classes Of Claims

     1. Class 1: Other Priority Claims

     Each holder of an Allowed Class 1 Other Priority Claim shall receive, in
full satisfaction, settlement, release, and discharge of and in exchange for
such Allowed Class 1 Other Priority Claim, in the sole discretion of ABN, (i)
Cash equal to the unpaid portion of such Allowed Class 1 Other Priority Claim or
(ii) such other treatment as to which ABN and such holder shall have agreed upon
in writing.

     2. Class 2: Other Secured Claims

     Each sub-Class of Class 2 Other Secured Claims shall be treated as a
separate class for all purposes under this Plan. To the extent, if any, that the
value of the Collateral securing a Class 2 Secured Claim is less than the total
amount of such Claim, the difference shall be treated as a Class 3 General
Unsecured Claim. ABN specifically reserves all rights to challenge the validity,
nature, and perfection of, and to avoid pursuant to the provisions of the
Bankruptcy Code and other applicable law, any purported Liens.

     Each holder of an Allowed Other Secured Claim shall, in full satisfaction,
settlement, release, and discharge of and in exchange for such Allowed Class 2
Other Secured Claim, in the sole discretion of ABN, (i) receive Cash in an
amount equal to such Allowed Class 2 Other Secured Claim, (ii) receive deferred
Cash payments totaling at least the allowed amount of such Allowed Class 2 Other
Secured Claim, of a value, as of the Consummation Date, of at least the value of
such holder's interest in the Estate's interest in the Collateral securing the
Allowed Class 2 Other Secured Claim, (iii) upon abandonment by ABN, receive the
Collateral securing such holder's Allowed Class 2 Other Secured Claim, (iv)
receive payments or liens amounting to the indubitable equivalent of the value
of such holder's interest in the Estate's interest in the Collateral securing
the Allowed Class 2 Other Secured Claim, (v) have its Allowed Class 2 Other
Secured Claim Reinstated, or (vi) receive such other treatment as ABN and such
holder shall have agreed upon in writing.

     3. Class 3: General Unsecured Claims

     Each holder of an Allowed Class 3 General Unsecured Claim shall, in full
satisfaction, settlement, release, and discharge of and in exchange for such
Allowed Class 3 General Unsecured Claim, in the sole discretion of ABN, (i)
receive treatment that leaves unaltered the legal, equitable, and contractual
rights to which such Allowed Class 3 General Unsecured Claim entitles the holder
of such Claim, (ii) have its Allowed Class 3 General Unsecured Claim Reinstated,
or (iii) receive such other treatment as to which ABN and such holder shall have
agreed upon in writing.

     4. Class 4: 11 5/8% Senior Note Claims

     Each holder of an Allowed Class 4 11 5/8% Senior Note Claim shall, in full
satisfaction, settlement, release, and discharge of and in exchange for such
Allowed Class 4 11 5/8% Senior Note Claim, in the sole discretion of ABN, (i)
receive treatment that leaves unaltered the legal, equitable, and contractual
rights to which such Allowed Class 4 11 5/8% Senior Note Claim entitles the
holder of such Claim, (ii) have its Allowed Class 4 11 5/8% Senior Note Claim
Reinstated (including the payment, on the Distribution Date, of any accrued and
unpaid interest due through the Consummation Date), or (iii) receive such other
treatment as to which ABN and such holder shall have agreed upon in writing.

C.   Impaired Classes Of Claims And Interests

     1. Class 5: 10 3/8% SENIOR NOTE CLAIMS

     Each holder of an Allowed Class 5 10 3/8% Senior Note Claim shall, in full
satisfaction, settlement, release, and discharge of and in exchange for such
Allowed Class 5 10 3/8% Senior Note Claim, have its Allowed Class 5 10 3/8%
Senior Note Claim Reinstated, except that the following amendments to the 10
3/8% Senior Notes Indenture shall supersede any contrary provision or provisions
contained in the 10 3/8% Senior Notes Indenture and the 10 3/8% Senior Notes,
which contrary provisions shall have no further force and effect: (a) the
definition of the term "Change in Control" in the 10 3/8% Senior Notes Indenture
shall be amended to exclude a Change in Control, if any, that results solely
from the Chapter 11 Case, confirmation of this Plan, and/or the distributions to
be received by holders of Claims and Interests hereunder, (b) the 10 3/8% Senior
Notes Indenture shall be amended to provide that ABN shall have the option to
substitute pay-in-kind ("PIK") interest payments in the form of additional 10
3/8% Senior Notes in lieu of cash interest payments for any interest that
becomes or has become due on or prior to June 1, 2002, at ABN's sole option, (c)
Section 5.06 of the 10 3/8% Senior Notes Indenture shall be amended to provide
that ABN and any Subsidiary (as defined in the 10 3/8% Senior Notes Indenture)
shall be permitted to make an "Investment" (as defined in the 10 3/8% Senior
Notes Indenture) of up to $20 million (instead of the current $15 million) in
any "Unrestricted Subsidiary" (as defined in the 10 3/8% Senior Notes Indenture)
and in a Subsidiary that is not "Wholly-Owned" (as defined in the 10 3/8% Senior
Notes Indenture) by ABN or by a Subsidiary, (d) Section 5.07 of the 10 3/8%
Senior Notes Indenture shall be modified to provide that ABN shall be permitted
to enter into any new credit agreement in an amount of up to $5 million, (e)
Sections 5.07, 5.08, and 5.10 of the 10 3/8% Senior Notes Indenture shall be
amended to provide that, notwithstanding any restrictions on the incurrence of
Indebtedness (as defined in the 10 3/8% Senior Notes Indenture) or Liens (as
defined in the 10 3/8% Senior Notes Indenture) that would otherwise prohibit the
incurrence of Indebtedness or Liens, ABN and its Subsidiaries shall be permitted
to incur up to $1 million of Indebtedness in the aggregate, in the form of one
or more loans from one or more public finance authorities or private third-party
lenders and to grant Liens to secure such Indebtedness, (f) the outstanding
principal amount of the 10 3/8% Senior Notes Indenture shall be increased by
$1,130,000 (equal to 2% of the outstanding principal amount of 10 3/8% Senior
Notes), (g) the 10 3/8% Senior Notes Indenture shall be amended to provide that
the maturity of the 10 3/8% Senior Notes shall be extended one year, and (h) the
definition of the term "Major Asset Sales" contained in section 5.15 of the 10
3/8% Senior Notes Indenture shall be amended to provide that the asset sale
basket in connection with the limitation on use of proceeds from asset sales
shall be increased from $5 million to $7.5 million. The Restated 10 3/8% Senior
Notes shall be distributed on the Distribution Date Pro Rata among the holders
of Allowed Class 5 10 3/8% Senior Note Claims in exchange for the existing 10
3/8% Senior Notes and shall be payable in accordance with the terms of the 10
3/8% Senior Notes Indenture, as amended.

On or before the Consummation Date, Reorganized ABN and the Senior Notes
Indenture Trustee shall execute an amendment to the 10 3/8% Senior Notes
Indenture substantially in the form of the amendment to be included in the Plan
Supplement.

     2. Class 6: 11 1/4% SENIOR SUBORDINATED NOTE CLAIMS

     On the Distribution Date, the 11 1/4% Senior Subordinated Notes shall be
cancelled. Each holder of an Allowed Class 6 11 1/4% Senior Subordinated Note
Claim shall receive, in full satisfaction, settlement, release, and discharge of
and in exchange for such Allowed Class 6 11 1/4% Senior Subordinated Note Claim,
its Pro Rata share of 10,621,928 shares of New Common Stock (representing
approximately ninety percent (90%) of the initial shares of New Common Stock),
subject to dilution by the New Warrants, the Management Incentive Options, the
Rights, the Equity Options, and the Consultant Options.

     Effective on the Confirmation Date, (i) each holder of an 11 1/4% Senior
Subordinated Note Claim shall be deemed to have released the Debtor, the
Reorganized Debtor, and each Subsidiary Guarantor, and each of their respective
officers, directors, agents, financial advisors, attorneys, employees, and
representatives and their respective property from any and all claims,
obligations, rights, causes of action, and liabilities which any holder of an 11
1/4% Senior Subordinated Note Claim may be entitled to assert, whether for tort,
fraud, contract, violations of federal, state, or foreign securities laws, or
otherwise, whether known or unknown, foreseen or unforeseen, existing or
hereafter arising, based in whole or in part upon any act or omission,
transaction, or other occurrence taking place on or before the Consummation Date
in any way relating to the 11 1/4% Senior Subordinated Notes Indenture, the 11
1/4% Senior Subordinated Notes, or to each such Subsidiary Guarantor's
Subsidiary Guarantee and (ii) each holder of an 11 1/4% Senior Subordinated Note
Claim, the Indenture Trustee, and their respective officers, directors, agents,
financial advisors, attorneys, employees, and representatives and their
respective property shall be released from any and all claims, obligations,
rights, causes of action, and liabilities which the Debtor or Reorganized Debtor
may be entitled to assert, whether for tort, fraud, contract, violations of
federal or state securities laws, or otherwise, whether known or unknown,
foreseen or unforeseen, existing or hereafter arising, based in whole or in part
upon any act or omission, transaction, or other occurrence taking place on or
before the Consummation Date in any way relating to the 11 1/4% Senior
Subordinated Notes Indenture, the 11 1/4% Senior Subordinated Notes, or to each
such Subsidiary Guarantor's Subsidiary Guarantee. Upon the occurrence of the
Consummation Date, the releases contained herein shall additionally act as an
injunction against (i) any holder of a 11 1/4% Senior Subordinated Note Claim
and the Indenture Trustee from commencing or continuing any action, employment
of process, or act to collect, offset, or recover any claim that is released
herein and (ii) the Debtor and the Reorganized Debtor from commencing or
continuing any action, employment of process, or act to collect, offset, or
recover any claim that is released herein.

     3. Class 7: CONVERTIBLE SUBORDINATED NOTE CLAIMS

     On the Distribution Date, the Convertible Subordinated Notes shall be
cancelled. Each holder of an Allowed Class 7 Convertible Subordinated Note Claim
shall receive, in full satisfaction, settlement, release, and discharge of and
in exchange for such Allowed Class 7 Convertible Subordinated Note Claim, its
Pro Rata share of 221,573 shares of New Common Stock (representing approximately
1.9% of the initial shares of New Common Stock), subject to dilution by the New
Warrants, the Management Incentive Options, the Rights, the Equity Options and
the Consultant Options. Effective on the Confirmation Date, (i) each of the
Debtor and Reorganized Debtor and their respective officers, directors, agents,
financial advisors, attorneys, employees, and representatives and their
respective property shall be released from any and all claims, obligations,
rights, causes of action, and liabilities which any holder of a Convertible
Subordinated Note Claim may be entitled to assert, whether for tort, fraud,
contract, violations of federal or state securities laws, or otherwise, whether
known or unknown, foreseen or unforeseen, existing or hereafter arising, based
in whole or in part upon any act or omission, transaction, or other occurrence
taking place on or before the Consummation Date in any way relating to the
Convertible Subordinated Notes and (ii) each holder of a Subordinated Note Claim
and their respective officers, directors, agents, financial advisors, attorneys,
employees, and representatives and their respective property shall be released
from any and all claims, obligations, rights, causes of action, and liabilities
which the Debtor or Reorganized Debtor may be entitled to assert, whether for
tort, fraud, contract, violations of federal or state securities laws, or
otherwise, whether known or unknown, foreseen or unforeseen, existing or
hereafter arising, based in whole or in part upon any act or omission,
transaction, or other occurrence taking place on or before the Consummation Date
in any way relating to the Convertible Subordinated Notes. Upon the occurrence
of the Consummation Date, the releases contained herein shall additionally act
as an injunction against (i) any holder of a Convertible Subordinated Note Claim
from commencing or continuing any action, employment of process, or act to
collect, offset, or recover any claim that is released herein and (ii) the
Debtor and the Reorganized Debtor from commencing or continuing any action,
employment of process, or act to collect, offset, or recover any claim that is
released herein.

     4. Class 8: UNSURRENDERED PREFERRED STOCK CLAIMS

     Unsurrendered Preferred Stock Claims will be subordinated in payment to all
other Unsecured Claims pursuant to section 510(c) of the Bankruptcy Code. Each
holder of an Allowed Class 8 Unsurrendered Preferred Stock Claim shall receive,
in full satisfaction, settlement, release, and discharge of and in exchange for
such Allowed Class 8 Unsurrendered Preferred Stock Claim, its Pro Rata Share of
43,245 shares of New Common Stock (representing approximately 0.4% of the
initial shares of New Common Stock), subject to dilution by the New Warrants,
the Management Incentive Options, the Rights, the Equity Options and the
Consultant Options.

     5. Class 9: PREFERRED STOCK INTERESTS

     Immediately prior to the Distribution Date, each holder of a Class 9
Preferred Stock Interest shall be deemed to have converted each such Preferred
Stock Interest into a Common Stock Interest, and each such Common Stock Interest
shall be deemed to be outstanding as of the Distribution Record Date. On the
Distribution Date, the Preferred Stock Interests shall be cancelled, and on the
Distribution Date, 915,396 shares of New Common Stock (representing
approximately 7.7% of the initial shares of New Common Stock), subject to
dilution by the New Warrants, the Management Incentive Options, the Rights, the
Equity Options and the Consultant Options, and 622,481 New Warrants (consisting
of all of the New Warrants, and representing the right to purchase approximately
5% of the New Common Stock, subject to dilution by the Management Incentive
Options, the Rights, the Equity Options and the Consultant Options) shall be
placed in the Equity Reserve. On the Distribution Date each holder of an Allowed
Class 9 Preferred Stock Interest, other than the Consultant, shall receive, in
full satisfaction, settlement, release and discharge of and in exchange for such
Allowed Class 9 Preferred Stock Interest, (i) 60% of the New Common Stock in the
Equity Reserve multiplied by the quotient of each holder's total number of
Preferred Stock shares divided by the sum of the total Common Stock shares plus
the total Preferred Stock shares less 1,603,095 Common Stock shares owned by the
Consultant (the quotient shall be hereinafter defined as the "Class 9
Quotient"), (ii) 60% of the New Series 1 Warrants held in the Equity Reserve
multiplied by the Class 9 Quotient, (iii) 60% of the New Series 2 Warrants held
in the Equity Reserve multiplied by the Class 9 Quotient, (iv) the Equity
Options multiplied by the Class 9 Quotient, and (v) any New Common Stock
properly subscribed for by any such holder under the Rights Offering pursuant to
Article IV.C.3 hereof, representing a total distribution to Class 9 of 51,015
shares of New Common Stock (and any New Common Stock properly subscribed for),
17,346 New Series 1 Warrants, 17,346 New Series 2 Warrants, and 16,446 Equity
Options. The entry of a Final Order approving the Class Action Settlements shall
be a condition precedent to the occurrence of the Consummation Date.

     6. Class 10: COMMON STOCK INTERESTS

     On the Distribution Date, the Common Stock Interests shall be cancelled. On
the Distribution Date, 915,396 shares of New Common Stock (representing
approximately 7.7% of the initial shares of New Common Stock), subject to
dilution by the New Warrants, the Management Incentive Options, the Rights, the
Equity Options and the Consultant Options, and 622,481 New Warrants (consisting
of all of the New Warrants, and representing the right to purchase approximately
5% of the New Common Stock, subject to dilution by the Management Incentive
Options, the Rights, the Equity Options and the Consultant Options) shall be
placed in the Equity Reserve. On the Distribution Date, each holder of an
Allowed Class 10 Common Stock Interest, other than the Consultant, shall
receive, in full satisfaction, settlement, release and discharge of and in
exchange for such Allowed Class 10 Common Stock Interest, (i) 60% of the New
Common Stock in the Equity Reserve multiplied by the quotient of each holder's
total number of Common Stock shares divided by the sum of the total Common Stock
shares plus the Preferred Stock shares less 1,603,095 Common Stock shares owned
by the Consultant (the quotient shall be hereinafter defined as the "Class 10
Quotient"), (ii) 60% of the New Series 1 Warrants held in the Equity Reserve
multiplied by the Class 10 Quotient, (iii) 60% of the New Series 2 Warrants held
in the Equity Reserve multiplied by the Class 10 Quotient, (iv) the Equity
Options multiplied by the Class 10 Quotient, and (v) any New Common Stock
properly subscribed for by any such holder under the Rights Offering pursuant to
Article IV.C.3 hereof, representing a total distribution to Class 10 of 498,223
shares of New Common Stock (and any New Common Stock properly subscribed for),
169,399 New Series 1 Warrants, 169,398 New Series 2 Warrants, and 160,615 Equity
Options. The entry of a Final Order approving the Class Action Settlements shall
be a condition precedent to the occurrence of the Consummation Date.

     7. Class 11: SECURITIES CLAIMS

     Class 11 consists of separate sub-Classes for the ABN Securities Claims and
the ABNH Securities Claims. Each sub-Class is deemed to be a separate Class for
all purposes under the Plan and the Bankruptcy Code. On the Distribution Date,
all New Common Stock and New Warrants placed into the Equity Reserve for
distribution to holders of Class 11 Claims as set forth below, less the
Securities Claims Reserve, shall be transferred from the Equity Reserve to the
District Court Claims Administrator to effectuate the distributions to holders
of Class 11 Claims contemplated herein or as may be ordered by the District
Court. Class 11 shall receive a total distribution of 366,159 shares of New
Common Stock, 124,496 New Series 1 Warrants, and 124,496 New Series 2 Warrants.

          a. Class 11(a): ABN SECURITIES CLAIMS

     The ABN Securities Claims will be subordinated in payment to all other
Unsecured Claims under section 510(b) of the Bankruptcy Code. On the
Distribution Date, 915,396 shares of New Common Stock (representing
approximately 7.7% of the initial shares of New Common Stock), subject to
dilution by the New Warrants, the Management Incentive Options, the Rights, the
Equity Options and the Consultant Options, and 622,481 New Warrants (consisting
of all of the New Warrants, and representing the right to purchase approximately
5% of the New Common Stock, subject to dilution by the Management Incentive
Options, the Rights, the Equity Options and the Consultant Options) shall be
placed in the Equity Reserve. On the Distribution Date, the Debtor shall
transfer to the District Court Claims Administrator 347,851 shares of New Common
Stock, 118,271 New Series 1 Warrants, and 118,271 New Series 2 Warrants, and as
soon thereafter as the District Court Claims Administrator can effectuate the
distributions described herein, each holder of an Allowed Class 11(a) ABN
Securities Claim, other than an Opt-Out ABN Securities Claim, shall receive, in
full satisfaction, settlement, release, and discharge of and in exchange for
such Allowed Class 11(a) ABN Securities Claim, its share of the New Common
Stock, New Series 1 Warrants and New Series 2 Warrants pursuant to the
allocation formula set forth in subparagraph (c) below, provided that such
allocation is approved by the District Court in connection with the ABN
Securities Action and the ABNH Securities Action, or as otherwise fixed by the
District Court. Holders of Opt-Out ABN Securities Claims shall receive a
distribution from the Securities Claims Reserve in accordance with Article
IV.C.4 of this Plan. The entry of a Final Order approving the Class Action
Settlements shall be a condition precedent to the occurrence of the Consummation
Date.

          b. Class 11(b): ABNH SECURITIES CLAIMS

     The ABNH Securities Claims will be subordinated in payment to all other
Unsecured Claims under section 510(b) of the Bankruptcy Code. On the
Distribution Date, 915,396 shares of New Common Stock (representing
approximately 7.7% of the initial shares of New Common Stock), subject to
dilution by the New Warrants, the Management Incentive Options, the Rights, the
Equity Options, and the Consultant Options, and 622,481 New Warrants (consisting
of all of the New Warrants, and representing the right to purchase approximately
5% of the New Common Stock, subject to dilution by the Management Incentive
Options, the Rights, the Equity Options and the Consultant Options) shall be
placed in the Equity Reserve. On the Distribution Date, the Debtor shall
transfer to the District Court Claims Administrator 347,851 shares of New Common
Stock, 118,271 New Series 1 Warrants, and 118,271 New Series 2 Warrants, and as
soon thereafter as the District Court Claims Administrator can effectuate the
distributions described herein, each holder of an Allowed Class 11(b) ABNH
Securities Claim, other than an Opt-Out ABNH Securities Claim, shall receive, in
full satisfaction, settlement, release, and discharge of and in exchange for
such Allowed Class 11(b) ABNH Securities Claim, its share of the New Common
Stock, New Series 1 Warrants and New Series 2 Warrants pursuant to the
allocation formula set forth in subparagraph (c) below, provided that such
allocation is approved by the District Court in connection with the ABN
Securities Action and the ABNH Securities Action, or as otherwise fixed by the
District Court. Holders of Opt-Out ABNH Securities Claims shall receive a
distribution from the Securities Claims Reserve in accordance with Article
IV.C.4 of this Plan. The entry of a Final Order approving the Class Action
Settlements shall be a condition precedent to the occurrence of the Consummation
Date.

          c. Allocation Of Distributions

     The District Court Claims Administrator shall determine the distribution to
be made to each holder of a Class 11(a) ABN Securities Claim and a Class 11(b)
ABNH Securities Claim who files an acceptable proof of claim with the District
Court in accordance with the procedures to be established by the District Court
in connection with the proposed settlement of the ABN Securities Action and the
ABNH Securities Action (each, an "Authorized Claimant").

     An Authorized Claimant's "Recognized Claim" from transactions in ABN common
stock shall mean 47% of the difference, if a loss, between the amount paid
(including brokerage commissions and transaction charges) for ABN common stock
during the period from May 2, 1996 through and including January 25, 1999 (the
"ABN Class Period"), and the sum for which said shares were sold at a loss (net
of brokerage commissions and transaction charges) on or before January 25, 1999.
As to those ABN shares which an Authorized Claimant purchased during the ABN
Class Period and continued to hold as of January 25, 1999, Recognized Claim
shall mean 47% of the difference, if a loss, between the amount paid for each
such share purchased during the ABN Class Period and $0.551 per share, the
average closing price of such shares for the 90-day period following January 25,
1999. Purchases of ABN common stock during the ABN Class Period will be matched
against sales of ABN common stock during the ABN Class Period on a first-in,
first-out basis. Transactions resulting in a gain shall not be included.

     An Authorized Claimant's "Recognized Claim" from transactions in ABNH
common stock shall mean 100% of the difference, if a loss, between the amount
paid (including brokerage commissions and transaction charges) for ABNH common
stock during the period from July 15, 1998 through and including February 1,
1999 (the "ABNH Class Period"), and the sum for which such shares were sold at a
loss (net of brokerage commissions and transaction charges) on or before
February 1, 1999. As to those ABNH shares purchased during the ABNH Class Period
which an Authorized Claimant continued to hold as of February 1, 1999,
Recognized Claim shall mean 100% of the difference, if a loss, between the
amount paid for each such share purchased during the ABNH Class Period and
$2.312 per share, the average closing price of such shares for the 90-day period
following February 1, 1999. Purchases of ABNH common stock during the ABNH Class
Period will be matched against sales of ABNH common stock during the ABNH Class
Period on a first-in, first-out basis. Transactions resulting in a gain shall
not be included.

     Each Authorized Claimant shall be allocated a PRO RATA share of the
distribution of New Common Stock and New Warrants allocated to Classes 11(a) and
11(b) based upon his, her, or its Recognized Claim as compared to the total
Recognized Claims of all Authorized Claimants in Classes 11(a) and 11(b).

     The net shares of New Common Stock and New Warrants allocated to Classes
11(a) and 11(b), to the extent not previously sold or distributed by the
District Court Claims Administrator as provided in the Class Action Settlements,
shall be distributed to the holders of claims in Classes 11(a) and 11(b) in
proportion to the Authorized Claimant's Recognized Claims as determined by the
District Court Claims Administrator.

     If, after distributions have been made to holders of Allowed Opt-Out ABN
Securities Claims or Allowed Opt-Out ABNH Securities Claims, any shares of New
Common Stock or New Warrants remain in the Securities Claims Reserve
(representing 5% of the New Common Stock and New Warrants allocated to Class
11), such shares of New Common Stock and New Warrants shall be transferred to
the District Court Claims Administrator for distribution to holders of Class
11(a) and 11(b) claims in accordance with the formula set forth above. The
Debtor intends to object to the allowance of any Opt-Out ABN Securities Claims
or Opt-Out ABNH Securities Claims.

     8. Class 12: WARRANTS INTERESTS

     On the Distribution Date, the Warrants Interests shall be cancelled. The
holders of Class 12 Warrants Interests shall not be entitled to, and shall not,
receive or retain any property or interest in property on account of such
Warrants Interests.

D.   Special Provision Regarding Unimpaired Claims

     Except as otherwise provided in the Plan, nothing shall affect the Debtor's
or Reorganized Debtor's rights and defenses, both legal and equitable, with
respect to any Unimpaired Claims, including, but not limited to, all rights with
respect to legal and equitable defenses to setoffs or recoupments against
Unimpaired Claims.

E.   Accrual Of Post-petition Interest

     Post-petition interest on and fees and expenses, if any, with respect to
Allowed Class 2 Secured Claims and Allowed Class 4 11 5/8% Senior Note Claims,
including, but not limited to, unpaid professional fees due the holders of such
Claims, shall be paid on the Consummation Date if due under the contract,
agreement, or other instrument governing the terms and conditions of the
obligation comprising such Allowed Claim. Post-petition interest on Unimpaired
Claims shall be paid as required pursuant to section 1124 of the Bankruptcy Code
at the Case Interest Rate.

                                   ARTICLE IV

                      MEANS FOR IMPLEMENTATION OF THE PLAN

A.   Continued Corporate Existence

     ABN shall continue to exist after the Consummation Date as a separate
corporate entity, in accordance with Delaware law and pursuant to the
Reorganized ABN Certificate of Incorporation and By-laws. The Reorganized ABN
Certificate of Incorporation and By-laws shall satisfy the requirements of the
Plan and the Bankruptcy Code and shall include, among other things, pursuant to
section 1123(a)(6) of the Bankruptcy Code, a provision prohibiting the issuance
of non-voting equity securities. The Reorganized ABN Certificate of
Incorporation shall also include, among other things, a provision authorizing
the issuance of 20 million shares of New Common Stock.

B.   Corporate Action

     1. Cancellation Of Existing Securities And Agreements

     On the Distribution Date, except as otherwise provided for herein, (i) the
Existing Securities, to the extent not already cancelled, shall be cancelled and
(ii) the obligations of the Debtor under the Existing Securities and under the
Debtor's certificate of incorporation, any agreements, indentures, or
certificates of designations governing the Existing Securities shall be
discharged; PROVIDED, HOWEVER, that each indenture or other agreement that
governs the rights of the holder of a Claim based on the Existing Securities and
that is administered by an indenture trustee, agent, or servicer shall continue
in effect solely for the purposes of (a) allowing such indenture trustee, agent,
or servicer to make the distributions to be made on account of such Claims under
the Plan as provided in Article III hereof and (b) permitting such indenture
trustee, agent, or servicer to maintain any rights it may have for fees, costs,
and expenses under such indenture or other agreement. The Senior Notes Indenture
Trustee and ABN shall execute an amendment to the 10 3/8% Senior Notes Indenture
substantially in form of the second supplemental indenture annexed to the Plan
Supplement as Exhibit F, and the Indenture Trustees shall make the distributions
required under the Plan to the holders in Classes 4, 5, and 6, as applicable.

     Any actions taken by an indenture trustee, agent, or servicer that are not
for the purposes authorized in this Article IV.B.1 shall not be binding upon the
Debtor. Notwithstanding the foregoing, the Debtor may terminate any indenture or
other governing agreement and the authority of any indenture trustee, agent, or
servicer to act thereunder at any time, with or without cause, by giving five
(5) days' written notice of termination to the indenture trustee, agent, or
servicer. If distributions under the Plan have not been completed at the time of
termination of the indenture or other governing agreement, the Debtor shall
designate a Disbursing Agent to act in place of the indenture trustee, agent, or
servicer, and the provisions of this Article IV.B.1 shall be deemed to apply to
the new distribution agent.

C.   Restructuring Transactions

     1. New Securities

          a. Authorization

     As of the Consummation Date, the authorization by Reorganized ABN of (i) up
to 20 million shares of New Common Stock, (ii) New Warrants to purchase up to
622,481 shares of New Common Stock, (iii) Management Incentive Options in
accordance with the Management Incentive Plan, (iv) Consultant Options in
accordance with the Consultant Option Plan, (v) Equity Options in accordance
with the Equity Options Agreement, (vi) Rights to purchase up to 10% of the
shares of New Common Stock on a fully diluted basis, and (vii) Restated 10 3/8%
Senior Notes, is hereby authorized without further act or action under
applicable law, regulation, order, or rule.

          b. ISSUANCE

     The New Securities authorized pursuant to this Article IV.C.1 shall be
issued by Reorganized ABN pursuant to the Plan without further act or action
under applicable law, regulation, order, or rule, as follows: (i) 10,621,928
shares of New Common Stock, representing approximately ninety percent (90%) of
the initial shares of New Common Stock, subject to dilution by the New Warrants,
the Management Incentive Options, the Rights, the Equity Options and the
Consultant Options, shall be issued to the holders of Class 6 11 1/4% Senior
Subordinated Note Claims, (ii) 221,573 shares of New Common Stock, representing
approximately 1.9% of the initial shares of New Common Stock, subject to
dilution by the New Warrants, the Management Incentive Options, the Rights, the
Equity Options and the Consultant Options, shall be issued to holders of Class 7
Convertible Subordinated Note Claims, (iii) 43,245 shares of New Common Stock,
representing approximately 0.4% of the initial shares of New Common Stock,
subject to dilution by the exercise of the Management Incentive Options, the
Rights, the Equity Options and the Consultant Options, shall be issued to
holders of Class 8 Unsurrendered Cumulative Preferred Stock Claims, (iv) 7.7 %
of the initial shares of New Common Stock and 622,481 New Warrants to purchase
up to 5% of New Common Stock, subject to dilution by the Management Incentive
Options, the Rights, the Equity Options and the Consultant Options, shall be set
aside in the Equity Reserve to be distributed on the Distribution Date to
holders of Class 9 Preferred Stock Interests, Class 10 Common Stock Interests,
and Class 11 Securities Claims, (v) 25,000 shares of New Common Stock shall be
issued to ABNH, (vi) the Management Equity Incentives shall be issued to the
Management Incentive Plan Participants in accordance with the Management
Incentive Plan, (vii) the Consultant Options shall be issued to the Consultant
in accordance with the Consultant Option Plan, (viii) the Equity Options shall
be issued to holders of Class 9 Preferred Stock Interests and Class 10 Common
Stock Interests in accordance with the Equity Options Agreement, (ix) up to 10%
of the shares of New Common Stock on a fully diluted basis shall be issued to
the holders of Class 9 Preferred Stock Interests and Class 10 Common Stock
Interests who properly subscribe for such Rights under the Rights Offering
pursuant to Article IV.C.3 of the Plan, and (x) the Restated 10 3/8% Senior
Notes shall be issued to holders of Class 5 Senior 10 3/8% Senior Note Claims in
accordance with Article III.C.1 hereof.

          c. RESERVE

     Reorganized ABN shall reserve 4,446,875 million shares of New Common Stock
for issuance pursuant to the New Warrants, the Management Incentive Options, the
Rights Offering, the Equity Options, and the Consultant Options, without further
act or action under applicable law, regulation, order, or rule.

     2. Registration Rights

     Reorganized ABN and certain holders of shares of New Common Stock who may
be deemed to be "underwriters" or "affiliates" for purposes of the Securities
Act shall enter into the Registration Rights Agreement on or prior to the
Consummation Date. Pursuant to the Registration Rights Agreement, after receipt
by Reorganized ABN of audited financial statements, Reorganized ABN shall use
its reasonable best efforts to (i) cause the shares of New Common Stock issued
hereunder to be listed on a national securities exchange or, as to the New
Common Stock, quoted in the national market system of the National Association
of Securities Dealers' Automated Quotation System, (ii) file and have declared
effective as soon as possible thereafter a registration statement or
registration statements under the Securities Act of 1933, as amended (the
"Securities Act"), for the offering on a continuous or delayed basis in the
future of the shares of New Common Stock, Restated 10 3/8% Senior Notes, New
Warrants, and Equity Options, and the New Common Stock which may be issued upon
exercise of such New Warrants, Rights, and Equity Options (the "Shelf
Registration"), (iii) cause to be filed with the Securities and Exchange
Commission a registration statement on Form 10 under the Exchange Act with
respect to the New Common Stock, if required, (iv) keep the shelf registration
effective for a three-year period, and (v) supplement or make amendments
thereunder or in accordance with the terms of the Registration Rights Agreement,
and have such supplements and amendments declared effective as soon as
practicable after filing.

     3. Rights Offering

     In accordance with the terms contained in the Rights Offering Procedures,
the Rights Offering will permit each holder of a Class 9 Preferred Stock
Interest or Class 10 Common Stock Interest, other than the Consultant, entitled
to vote in respect of the Plan to elect to subscribe for the Rights.
Collectively, the Rights, which will not be evidenced by certificates, shall
consist of the right to purchase up to 10% of the issued and outstanding shares
of New Common Stock on a fully diluted basis as of the Distribution Date. Each
Right shall represent the right to purchase one share of New Common Stock for a
purchase price of $8.00 per share. Subject to any requirement of the securities
laws, the Rights will be transferable in accordance with the provisions set
forth in the Rights Offering Procedures; PROVIDED, HOWEVER, that no Person may
acquire Rights by way of transfer such that as of the Distribution Date (after
giving effect to the exercise of all Rights properly subscribed to and acquired
by transfer) such Person would hold an amount of New Common Stock greater than
five percent (5%) of the New Common Stock issued and outstanding as of the
Distribution Date.

     4. Securities Claims Reserve

     On the Distribution Date, the Debtor shall establish the Securities Claims
Reserve. The New Common Stock and New Warrants which constitute the Securities
Claims Reserve shall be transferred only from that portion of the Equity Reserve
allocable to the holders of Allowed Class 11 Claims. Each holder of Allowed
Opt-Out ABN Securities Claims and Allowed Opt-Out ABNH Securities Claims shall
receive New Common Stock from the Securities Claims Reserve in an amount equal
to the amount of such holders' Allowed Opt-Out ABN Securities Claim or Allowed
Opt-Out ABNH Securities Claim multiplied by aggregate amount of shares of New
Common Stock to be distributed to holders of Allowed ABN and ABNH Securities
Claims divided by the aggregate amount of Securities Claims allowed in the ABN
Securities Action and ABNH Securities Action. In addition, each holder Allowed
Opt-Out ABN Securities Claims and Allowed Opt-Out ABNH Securities Claims shall
receive New Warrants from the Securities Claims Reserve in an amount equal to
the amount of such holders' Allowed Opt-Out ABN Securities Claim or Allowed
Opt-Out ABNH Securities Claim multiplied by the aggregate amount of New Warrants
to be distributed to holders of Allowed ABN and ABNH Securities Claims divided
by the aggregate amount of Securities Claims allowed in the ABN Securities
Action and ABNH Securities Action. If the aggregate distribution to Allowed
Opt-Out ABN Securities Claims and Allowed Opt-Out ABNH Securities Claims is
greater than the amount held in the Securities Claims Reserve, each holder of an
Allowed Opt-Out ABN Securities Claim and Allowed Opt-Out ABNH Securities Claim
shall only be entitled to its Pro Rata share of the Securities Claims Reserve.
Notwithstanding any other provision of this Plan, no distribution shall be made
from the Securities Claims Reserve until all Allowed amounts of Opt-Out ABN
Securities Claims and ABNH Securities Claims are determined and all
distributions have been made to holders of Allowed ABN Securities Claims and
Allowed ABNH Securities Claims pursuant to the Class Action Settlements.

     If there are no Opt-Out ABN Securities Claims or Opt-Out ABNH Securities
Claims on the Distribution Date, the New Common Stock and New Warrants in the
Securities Claims Reserve shall be transferred to the District Court Claims
Administrator for distribution to holders of Allowed ABN Securities Claims and
Allowed ABNH Securities Claims.

     If, after distributions have been made to holders of Allowed Opt-Out ABN
Securities Claims and Allowed Opt-Out ABNH Securities Claims, any shares of New
Common Stock or New Warrants remain in the Securities Claims Reserve, such
shares of New Common Stock and New Warrants shall be transferred to the District
Court Claims Administrator for distribution to holders of Allowed ABN Securities
Claims and Allowed ABNH Securities Claims.

D.   Directors And Officers

     On the Consummation Date, the term of the current board of directors of the
Debtor shall expire. The initial board of directors of the Reorganized Debtor
after the Consummation Date shall consist of seven (7) members, which shall
include Sidney Levy, C. Gerald Goldsmith, and five (5) members to be designated
by the Noteholders' Committee. The Debtor and the Noteholders' Committee intend
to announce prior to the Confirmation Date the identities of any individuals
proposed to serve as directors or officers of the Reorganized Debtor. If and to
the extent possible, the identities of such individuals will be announced by
inclusion of a list of proposed directors and/or officers in the Plan
Supplement, which will be filed with the Bankruptcy Court on or before the date
that is seven (7) days prior to the hearing on Confirmation. The board of
directors of the Reorganized Debtor shall have the responsibility for the
management, control, and operation of the Reorganized Debtor on and after the
Consummation Date.

E.    Revesting Of Assets

     The property of the Debtor's Estate, together with any property of the
Debtor that is not property of its Estate and that is not specifically disposed
of pursuant to the Plan, shall revest in the Reorganized Debtor on the
Confirmation Date. Thereafter, the Reorganized Debtor may operate its business
and may use, acquire, and dispose of property free of any restrictions of the
Bankruptcy Code, the Bankruptcy Rules, and the Bankruptcy Court. As of the
Confirmation Date, all property of the Reorganized Debtor shall be free and
clear of all Claims and Interests, except as specifically provided in the Plan
or the Confirmation Order. Without limiting the generality of the foregoing, the
Reorganized Debtor may, without application to or approval by the Bankruptcy
Court, pay professional fees and expenses that it incurs after the Confirmation
Date.

F.   Preservation Of Rights Of Action

     Except as otherwise provided in this Plan or the Confirmation Order, or in
any contract, instrument, release, indenture, or other agreement entered into in
connection with the Plan, in accordance with section 1123(b) of the Bankruptcy
Code, the Reorganized Debtor shall retain and may enforce, sue on, settle, or
compromise (or decline to do any of the foregoing) all claims, rights or causes
of action, suits, and proceedings, whether in law or in equity, whether known or
unknown, that the Debtor or the Estates may hold against any Person or entity.
The Reorganized Debtor or its successor(s) may pursue such retained claims,
rights or causes of action, suits, or proceedings as appropriate, in accordance
with the best interests of the Reorganized Debtor or its successor(s) who hold
such rights.

G.   Effectuating Documents; Further Transactions

     The chairman of the board of directors, president, chief financial officer,
or any other appropriate officer of ABN shall be authorized to execute, deliver,
file, or record such contracts, instruments, releases, indentures, and other
agreements or documents, and take such actions, as may be necessary or
appropriate to effectuate and further evidence the terms and conditions of the
Plan. The secretary or assistant secretary of ABN shall be authorized to certify
or attest to any of the foregoing actions.

H.   Exemption From Certain Transfer Taxes

     Pursuant to section 1146(c) of the Bankruptcy Code, any transfers from the
Debtor to the Reorganized Debtor or any other Person or entity pursuant to the
Plan shall not be subject to any document recording tax, stamp tax, conveyance
fee, intangibles or similar tax, mortgage tax, stamp act, real estate transfer
tax, mortgage recording tax, or other similar tax or governmental assessment
(other than standard filing fees), and the Confirmation Order shall direct the
appropriate state or local governmental officials or agents to forego the
collection of any such tax or governmental assessment (other than standard
filing fees) and to accept for filing and recordation any of the foregoing
instruments or other documents without the payment of any such tax or
governmental assessment.

                                   ARTICLE V

                       ACCEPTANCE OR REJECTION OF THE PLAN

A.   Classes Entitled To Vote

     Each Impaired Class of Claims that may receive or retain property or any
interest in property under the Plan, I.E., Classes 5, 6, 7, 8, 9, 10, 11(a), and
11(b), shall be entitled to vote to accept or reject the Plan. By operation of
law, each Unimpaired Class of Claims is deemed to have accepted the Plan and,
therefore, is not entitled to vote to accept or reject the Plan. Because holders
of Class 12 Warrant Interests are not entitled to receive or retain any property
under the Plan,Class 12 is presumed to have rejected the Plan and, therefore,
shall not be entitled to vote on the Plan.

B.   Acceptance By Impaired Classes

     An Impaired Class of Claims shall have accepted the Plan if (i) the holders
(other than any holder designated under section 1126(e) of the Bankruptcy Code)
of at least two-thirds in amount of the Allowed Claims actually voting in such
Class have voted to accept the Plan and (ii) the holders (other than any holder
designated under section 1126(e) of the Bankruptcy Code) of more than one-half
in number of the Allowed Claims actually voting in such Class have voted to
accept the Plan. An impaired Class of Interests shall have accepted the Plan if
the holders (other than any holder designated under section 1126(e) of the
Bankruptcy Code) of at least two-thirds in amount of the Allowed Interests
actually voting in such Class have voted to accept the Plan.

C.   Cramdown

     To the extent necessary, ABN shall request Confirmation of the Plan, as it
may be modified from time to time, under section 1129(b) of the Bankruptcy Code.
ABN reserves the right to modify the Plan to the extent, if any, that
Confirmation pursuant to section 1129(b) of the Bankruptcy Code requires
modification.

                                   ARTICLE VI

                             SECURITIES TO BE ISSUED
                           IN CONNECTION WITH THE PLAN

     On or before the Distribution Date, Reorganized ABN shall issue for
distribution in accordance with the provisions of the Plan the New Common Stock
(including shares of New Common Stock subscribed to as part of the Rights
Offering in accordance with the Rights Offering Procedures), Restated 10 3/8%
Senior Notes, New Warrants, Management Incentive Options, Equity Options and
Consultant Options required for distribution or sale pursuant to the provisions
of the Plan. All securities to be issued will be deemed issued as of the
Distribution Date regardless of the date on which they are actually distributed.
A description of the terms of the New Common Stock is annexed hereto as Exhibit
A. Copies of the New Warrant Agreement, the Management Incentive Plan, the
Equity Options Agreement and the Consultant Option Plan will be included in the
Plan Supplement.

                                  ARTICLE VII

                       PROVISIONS GOVERNING DISTRIBUTIONS

A.   Distributions For Claims Allowed As Of The Consummation Date

     Except as otherwise provided herein or as ordered by the Bankruptcy Court,
distributions to be made on account of Claims or Interests that are Allowed
Claims or Allowed Interests as of the Consummation Date shall be made on the
Distribution Date, or as soon thereafter as practicable, but in any event no
later than sixty (60) days after the Consummation Date. The New Securities to be
issued under this Plan shall be deemed issued as of the Distribution Date
regardless of the date on which they are actually distributed. Distributions on
account of Claims or Interests that first become Allowed Claims or Allowed
Interests after the Consummation Date shall be made pursuant to Articles III,
VII, and IX hereof.

B.   Disbursing Agent

     The Disbursing Agent shall make all distributions required under this Plan
(subject to the provisions of Articles III, VII, and IX hereof), except with
respect to a holder of a Claim whose distribution is governed by an indenture or
other agreement and is administered by an indenture trustee, agent, or servicer,
which distributions shall be deposited with the appropriate indenture trustee,
agent, or servicer, who shall deliver such distributions to the holders of
Claims in accordance with the provisions of this Plan and the terms of the
relevant indenture or other governing agreement.

     If the Disbursing Agent is an independent third party designated by the
Reorganized Debtor to serve in such capacity (or, in the case of an indenture or
other agreement which governs distributions and is administered by an indenture
trustee, agent, or servicer), such Disbursing Agent, indenture trustee, agent,
or servicer shall receive, without further Bankruptcy Court approval, reasonable
compensation for distribution services rendered pursuant to the Plan and
reimbursement of reasonable out-of-pocket expenses incurred in connection with
such services from the Reorganized Debtor on terms acceptable to the Reorganized
Debtor. No Disbursing Agent shall be required to give any bond or surety or
other security for the performance of its duties unless otherwise ordered by the
Bankruptcy Court. If otherwise so ordered, all costs and expenses of procuring
any such bond shall be paid by the Reorganized Debtor.

C.   Surrender Of Securities Or Instruments

     On or before the Distribution Date, or as soon as practicable thereafter,
each holder of an instrument evidencing an Existing Security (including, without
limitation, shares of Unsurrendered Preferred Stock) that is not being fully
Reinstated (including, without limitation, 10 3/8% Senior Notes) (a
"Certificate") shall surrender such Certificate to the Disbursing Agent, or,
with respect to indebtedness that is governed by an indenture or other
agreement, the respective indenture trustee, agent, or servicer, as the case may
be, and such Certificate shall be cancelled. No distribution of property
hereunder shall be made to or on behalf of any such holder unless and until such
Certificate is received by the Disbursing Agent or the respective indenture
trustee, agent, or servicer, as the case may be, or the unavailability of such
Certificate is reasonably established to the satisfaction of the Disbursing
Agent or the respective indenture trustee, agent, or servicer, as the case may
be. Any such holder who fails to surrender or cause to be surrendered such
Certificate or fails to execute and deliver an affidavit of loss and indemnity
reasonably satisfactory to the Disbursing Agent or the respective indenture
trustee, agent, or servicer, as the case may be, prior to the second (2nd)
anniversary of the Consummation Date, shall be deemed to have forfeited all
rights and Claims or Interests in respect of such Certificate and shall not
participate in any distribution hereunder, and (i) all Cash in respect of such
forfeited distribution, including interest accrued thereon, shall revert to
Reorganized ABN and (ii) all New Common Stock, Restated 10 3/8% Senior Notes,
Equity Options, and New Warrants in respect of such forfeited distribution shall
be cancelled notwithstanding any federal or state escheat laws to the contrary.

D.   Instructions To Disbursing Agent

     Prior to any distribution on account of a Class 5 10 3/8% Senior Note Claim
or a Class 6 11 1/4% Senior Subordinated Note Claim, as the case may be, the
Indenture Trustee, or any agent or servicer of the 10 3/8% Senior Notes or the
11 1/4% Senior Subordinated Notes, as the case may be, shall (i) inform the
Disbursing Agent as to the amount of properly surrendered 10 3/8% Senior Notes
or 11 1/4% Senior Subordinated Notes, as the case may be, and (ii) inform the
Disbursing Agent in a properly completed letter of transmittal accompanying
properly remitted securities of the names of (a) the holders of Allowed Class 5
10 3/8% Senior Note Claims, and the number of Restated 10 3/8% Senior Notes to
be issued and distributed to or on behalf of such holders of Allowed Class 5 10
3/8% Senior Note Claims in exchange for properly surrendered 10 3/8% Senior
Notes and (b) the holders of Allowed Class 6 11 1/4% Senior Subordinated Note
Claims, and the number of shares of New Common Stock to be issued and
distributed to or on behalf of such holders of Allowed Class 6 11 1/4% Senior
Subordinated Note Claims in exchange for properly surrendered 11 1/4% Senior
Subordinated Notes.

E.   Services Of Indenture Trustees, Agents, And Servicers

     The services, with respect to consummation of the Plan, of Indenture
Trustees, agents, and servicers under indentures and other agreements that
govern the rights of holders of Claims, shall be as set forth in the Plan.

F.   Record Date For Distributions To Holders Of 10 3/8% Senior Notes, 11 5/8%
Senior Notes, 11 1/4% Senior Subordinated Notes, Convertible Subordinated Notes,
Preferred Stock, And Common Stock

     The record date for distributions to holders of 10 3/8% Senior Notes, 11
5/8% Senior Notes, 11 1/4% Senior Subordinated Notes, Convertible Subordinated
Notes, Common Stock, and Preferred Stock will be the seventh (7th) Business Day
following entry of the Confirmation Order (the "Distribution Record Date"). At
the close of business on the Distribution Record Date, the transfer ledgers for
the 10 3/8% Senior Notes, 11 1/4% Senior Subordinated Notes, Convertible
Subordinated Notes, Preferred Stock Interests, and Common Stock Interests shall
be closed, and there shall be no further changes in the record holders of such
securities. Reorganized ABN and the Disbursing Agent, if any, shall have no
obligation to recognize any transfer of any such securities occurring after the
Distribution Record Date and shall be entitled instead to recognize and deal for
all purposes hereunder with only those record holders stated on the transfer
ledgers as of the close of business on the Distribution Record Date.

G.   Means Of Cash Payment

     Cash payments made pursuant to this Plan shall be in U.S. funds, by the
means agreed to by the payor and the payee, including by check or wire transfer,
or, in the absence of an agreement, such commercially reasonable manner as the
payor shall determine in its sole discretion; PROVIDED, HOWEVER, that any cash
payment in excess of $1,000,000 shall, notwithstanding the foregoing, be
effected by wire transfer.

H.   Calculation Of Distribution Amounts Of New Securities

     No fractional shares of New Common Stock or other New Securities, and no
New Warrants, Rights, Consultant Options, Management Incentive Options or Equity
Options for fractional shares of New Common Stock, shall be issued or
distributed under the Plan or by Reorganized ABN or any Disbursing Agent,
indenture trustee, agent, or servicer. Each Person entitled to receive New
Common Stock or other New Securities shall receive the total number of whole
shares of New Common Stock or other New Securities to which such Person is
entitled. Whenever any distribution to a particular Person would otherwise call
for distribution of a fraction of a share of New Common Stock or of a fraction
of any of the New Securities, the Disbursing Agent shall allocate separately one
whole share, right, option or warrant, as the case may be, to such Person and
other Persons similarly entitled, in order of the fractional portion of their
entitlements, starting with the largest such fractional portion, until all
remaining whole shares or warrants have been allocated. Upon the allocation of a
whole share or warrant to a Person in respect of the fractional portion of its
entitlement, such fractional portion shall be cancelled. If two or more Persons
are entitled to equal fractional entitlements and the number of Persons so
entitled exceeds the number of whole shares, rights, options or warrants which
remain to be allocated, the Disbursing Agent shall allocate the remaining whole
shares, rights, options or warrants to such holders by random lot or such other
impartial method as the Disbursing Agent deems fair. Upon the allocation of all
of the whole shares, rights, options or warrants authorized under the Plan, all
remaining fractional portions of the entitlements shall be cancelled and shall
be of no further force and effect. The Disbursing Agent, or any indenture
trustee, agent, or servicer, as the case may be, shall not make any distribution
of less than five (5) shares of New Common Stock, five (5) Equity Options, or
five (5) New Warrants with respect to any Claim or Interest unless a request
therefor is made in writing to such Disbursing Agent, indenture trustee, agent,
or servicer, as the case may be.

I.   Delivery Of Distributions

     Distributions to holders of Allowed Claims or Allowed Interests shall be
made by the Disbursing Agent or the appropriate indenture trustee, agent, or
servicer, as the case may be, (a) at the addresses set forth on the proofs of
Claim or Interest filed by such holders (or at the last known addresses of such
holders if no proof of Claim or Interest is filed or if the Debtor has been
notified of a change of address), (b) at the addresses set forth in any written
notices of address changes delivered to the Disbursing Agent after the date of
any related proof of Claim or Interest, (c) at the addresses reflected in the
Schedules if no proof of Claim or Interest has been filed and the Disbursing
Agent has not received a written notice of a change of address, (d) in the case
of the holder of a Claim that is governed by an indenture or other agreement and
is administered by an indenture trustee, agent, or servicer, at the addresses
contained in the official records of such indenture trustee, agent, or servicer,
or (e) at the addresses set forth in a properly completed letter of transmittal
accompanying securities properly remitted to the Debtor. If any holder's
distribution is returned as undeliverable, no further distributions to such
holder shall be made unless and until the Disbursing Agent or the appropriate
indenture trustee, agent, or servicer is notified of such holder's then current
address, at which time all missed distributions shall be made to such holder
without interest. Amounts in respect of undeliverable distributions made through
the Disbursing Agent or the indenture trustee, agent, or servicer shall be
returned to the Reorganized Debtor until such distributions are claimed. All
claims for undeliverable distributions must be made on or before the second
(2nd) anniversary of the Consummation Date, after which date (i) all Cash in
respect of such undeliverable distribution, including interest accrued thereon,
shall revert to Reorganized ABN and (ii) all New Common Stock, Restated 10 3/8%
Senior Notes, Equity Options, and New Warrants in respect of such undeliverable
distribution shall be cancelled notwithstanding, any federal or state escheat
laws to the contrary. Notwithstanding anything to the contrary herein, any and
all distributions to holders of Class 11 Claims (other than opt-outs) shall be
made by the District Court Claims Administrator in accordance with the terms of
the Class Action Settlements and the terms hereof.

J.   Fractional Dollars; De Minimis Distributions

     Any other provision of the Plan notwithstanding, payments of fractions of
dollars shall not be made. Whenever any payment of a fraction of a dollar under
the Plan would otherwise be called for, the actual payment made shall reflect a
rounding of such fraction to the nearest whole dollar (up or down), with half
dollars being rounded down. The Disbursing Agent, or any indenture trustee,
agent, or servicer, as the case may be, shall not make any payment of less than
twenty-five dollars ($25.00) with respect to any Claim unless a request therefor
is made in writing to such Disbursing Agent, indenture trustee, agent, or
servicer, as the case may be.

K.   Withholding And Reporting Requirements

     In connection with this Plan and all distributions hereunder, the
Disbursing Agent shall, to the extent applicable, comply with all tax
withholding and reporting requirements imposed by any federal, state, local, or
foreign taxing authority, and all distributions hereunder shall be subject to
any such withholding and reporting requirements. The Disbursing Agent shall be
authorized to take any and all actions as may be necessary or appropriate to
comply with such withholding and reporting requirements.

L.   Setoffs

     The Reorganized Debtor may, but shall not be required to, set off against
any Claim, and the payments or other distributions to be made pursuant to the
Plan in respect of such Claim, claims of any nature whatsoever that the Debtor
or Reorganized Debtor may have against the holder of such Claim; PROVIDED,
HOWEVER, that neither the failure to do so nor the allowance of any Claim
hereunder shall constitute a waiver or release by the Reorganized Debtor of any
such claim that the Debtor or Reorganized Debtor may have against such holder.

     The holder of a Disputed Claim who asserts a right of setoff shall retain
such right, subject to any defenses of the Debtor or Reorganized Debtor, until
the earlier of the time when (i) such Disputed Claim becomes Allowed, in whole
or in part, or (ii) such claim is expunged by entry of an order of the
Bankruptcy Court.

                                  ARTICLE VIII

                        TREATMENT OF EXECUTORY CONTRACTS
                              AND UNEXPIRED LEASES

A.   Assumed Contracts And Leases

     Except as otherwise provided in the Plan or in any contract, instrument,
release, indenture, or other agreement or document entered into in connection
with the Plan, as of the Consummation Date the Debtor shall be deemed to have
assumed each executory contract and unexpired lease to which it is a party,
unless such contract or lease (i) was previously assumed or rejected by the
Debtor, (ii) previously expired or terminated pursuant to its own terms, (iii)
is the subject of a motion to reject filed on or before the Confirmation Date,
(iv) is identified as a rejected executory contract or a rejected unexpired
lease, as applicable, in the Plan Supplement, or (v) has been otherwise modified
or superseded by agreement of the parties thereto. The Confirmation Order shall
constitute an order of the Bankruptcy Court under section 365 of the Bankruptcy
Code approving the contract and lease assumptions and rejections described
above, as of the Consummation Date.

     Each executory contract and unexpired lease that is assumed and relates to
the use, ability to acquire, or occupancy of real property shall include (i) all
modifications, amendments, supplements, restatements, or other agreements made
directly or indirectly by any agreement, instrument, or other document that in
any manner affects such executory contract or unexpired lease and (ii) all
executory contracts or unexpired leases appurtenant to the premises, including
all easements, licenses, permits, rights, privileges, immunities, options,
rights of first refusal, powers, uses, usufructs, reciprocal easement
agreements, vaults, tunnel or bridge agreements or franchises, and any other
interests in real estate or rights IN REM related to such premises, unless any
of the foregoing agreements has been rejected pursuant to an order of the
Bankruptcy Court.

B.   Payments Related To Assumption Of Contracts And Leases

     Any monetary amounts by which each executory contract and unexpired lease
to be assumed pursuant to the Plan is in default shall be satisfied, under
section 365(b)(1) of the Bankruptcy Code, at the option of the Debtor party to
the contract or lease or the assignee of the Debtor party assuming such contract
or lease, by Cure. If there is a dispute regarding (i) the nature or amount of
any Cure, (ii) the ability of the Reorganized Debtor or any assignee to provide
"adequate assurance of future performance" (within the meaning of section 365 of
the Bankruptcy Code) under the contract or lease to be assumed, or (iii) any
other matter pertaining to assumption, Cure shall occur following the entry of a
Final Order resolving the dispute and approving the assumption or assumption and
assignment, as the case may be.

C.   Rejected Contracts And Leases

     Except as otherwise provided in the Plan or in any contract, instrument,
release, indenture, or other agreement or document entered into in connection
with the Plan, none of the executory contracts and unexpired leases to which the
Debtor is a party shall be rejected under the Plan; PROVIDED, HOWEVER, that the
Debtor reserves the right, at any time prior to the Confirmation Date, to seek
to reject any executory contract or unexpired lease to which it is a party.

D.   Bar To Rejection Damages

     If the rejection by the Debtor, pursuant to the Plan or otherwise, of an
executory contract or unexpired lease results in a Claim that is not theretofore
evidenced by a timely filed proof of Claim or a proof of Claim that is deemed to
be timely filed under applicable law, then such Claim shall be forever barred
and shall not be enforceable against the Debtor or Reorganized Debtor, or the
properties of the Debtor or Reorganized Debtor, unless a proof of Claim is filed
with the Clerk of the Bankruptcy Court and served upon counsel for the Debtor
within thirty (30) days after service of the earlier of (i) notice of entry of
the Confirmation Order or (ii) other notice that the executory contract or
unexpired lease has been rejected.

E.   Certain Employment Contracts

     ABN shall assume the employment contracts of Patrick J. Gentile, Ira M.
Horowitz, and Patrick D. Reddy, and the consulting agreement with Sydney Levy.
ABN currently intends to assume the employment agreement of Sheldon Cantor or
modify such agreement in a manner acceptable to ABN and Sheldon Cantor. Prior to
Confirmation, ABN may seek to modify the employment agreements of certain other
employees or to settle any claims made thereunder.

F.   Compensation And Benefit Plans And Treatment Of Retirement Plan

     1. Except and to the extent previously assumed by an order of the
Bankruptcy Court, on or before the Confirmation Date, and except as set forth in
paragraph 2 below, all employee compensation and Benefit Plans of the Debtor,
including programs subject to sections 1114 and 1129(a)(13) of the Bankruptcy
Code, entered into before or after the Petition Date and not since terminated,
shall be deemed to be, and shall be treated as if they were, executory contracts
that are assumed under Article VIII.A hereof, but only to the extent that rights
under such programs are held by the Debtor or Persons who are employees of the
Debtor as of the Confirmation Date, and the Debtor's obligations under such
programs to Persons who are employees of the Debtor on the Confirmation Date
shall survive confirmation of this Plan, except for (i) executory contracts or
Benefit Plans specifically rejected pursuant to the Plan (to the extent such
rejection does not violate sections 1114 and 1129(a)(13) of the Bankruptcy Code)
and (ii) such executory contracts or Benefit Plans as have previously been
rejected, are the subject of a motion to reject, or have been specifically
waived by the beneficiaries of any Benefit Plans or contracts; PROVIDED,
HOWEVER, that the Debtor's obligations, if any, to pay all "retiree benefits" as
defined in section 1114(a) of the Bankruptcy Code shall continue.

     2. ABN affirms and agrees that it is and will continue to be a contributing
sponsor of the Retirement Plan, as defined under 29 U.S.C. ss. 1301(a)(13) and
29 C.F.R. ss. 4001.2, or a member of the contributing sponsor's controlled
group, as defined under 29 U.S.C. ss. 1302(a)(14) and 29 C.F.R. ss. 4001.2. As a
contributing sponsor or member of the controlled group of the Retirement Plan,
ABN intends to fund the Retirement Plan in accordance with the minimum funding
standards under ERISA, 29 U.S.C. ss. 1082, pay all required Pension Benefit
Guaranty Corporation ( "PBGC") insurance premiums, 29 U.S.C. ss. 1307, and
comply with all requirements of the Retirement Plan and ERISA. The Retirement
Plan is a defined benefit pension plan insured by the PBGC under Title IV of
ERISA, 29 U.S.C. ss.ss. 1301-1461. The Retirement Plan is subject to the minimum
funding requirements of ERISA, 29 U.S.C. ss. 1082, and section 412 of the
Internal Revenue Code, 26 U.S.C. ss. 412. No provision of or proceeding within
the Chapter 11 Case, the Plan, or the Confirmation Order shall in any way be
construed as discharging, releasing, or relieving the Debtor, the Reorganized
Debtor, or any other party in any capacity, from any liability with respect to
the Retirement Plan or any other Retirement Plan under any law, governmental
policy, or regulatory provision. The PBGC and the Retirement Plan shall not be
enjoined or precluded from enforcing liability resulting from any of the
provisions of the Plan or Confirmation of the Plan.

                                   ARTICLE IX

                       PROCEDURES FOR RESOLVING DISPUTED,
                       CONTINGENT, AND UNLIQUIDATED CLAIMS

A.   Objection Deadline; Prosecution Of Objections

     As soon as practicable, but in no event later than 120 days after the
Consummation Date (unless extended by an order of the Bankruptcy Court), the
Debtor or Reorganized Debtor, as the case may be, shall file objections to
Claims (including any Administrative Claim, Priority Tax Claim, Other Priority
Claim, Secured Claim, and Unsecured Claim) or Interests with the Bankruptcy
Court and serve such objections upon the holders of each of the Claims or
Interests to which objections are made. Nothing contained herein, however, shall
limit the Reorganized Debtor's right to object to Claims or Interests, if any,
filed or amended more than 120 days after the Consummation Date.

     The foregoing shall apply to any and all Claims that are listed in the
Schedules as disputed, contingent, and/or unliquidated ONLY IF the holder of any
such Claim filed a proof of Claim on account of such Claim. The Debtor reserves
its right to seek an order expunging and disallowing any Claim that is listed in
the Schedules as disputed, contingent, and/or unliquidated, and for which no
proof of Claim was timely filed. Additionally, the Debtor shall enter into a
stipulation with the plaintiffs in the ABN Securities Action and ABNH Securities
Action who are not also holders of Opt-Out ABN Securities Claims and Opt-Out
ABNH Securities Claims, which shall provide that (i) such Persons shall not be
required to file a proof of claim in the Bankruptcy Court, and such claims shall
be determined by the District Court Claims Administrator, and (ii) any objection
of the Debtor to such claims shall be asserted in the Securities Actions in the
District Court.

B.   No Distributions Pending Allowance

     Notwithstanding any other provision of the Plan, no payments or
distributions shall be made with respect to all or any portion of a Disputed
Claim or Disputed Interest unless and until all objections to such Disputed
Claim or Disputed Interest have been settled or withdrawn or have been
determined by Final Order, and the Disputed Claim or Disputed Interest, or some
portion thereof, has become an Allowed Claim or an Allowed Interest.

C.   Distribution Reserve

     1. The Disbursing Agent shall withhold the Distribution Reserve from the
Cash, New Common Stock, Equity Options, New Warrants, or other property to be
distributed under the Plan. As to any Disputed Claim (other than Securities
Claims) or Disputed Interest, upon a request for estimation by the Debtor, the
Bankruptcy Court shall determine what amount is sufficient to withhold as the
Distribution Reserve. The Debtor may request estimation for every Disputed Claim
that is unliquidated and the Disbursing Agent shall withhold the Distribution
Reserve based upon the estimated amount of such Claim as set forth in a Final
Order. If the Debtor elects not to request such an estimation from the
Bankruptcy Court with respect to a Disputed Claim that is liquidated, the
Disbursing Agent shall withhold the Distribution Reserve based upon the Face
Amount of such Claim.

     2. Neither the Disbursing Agent, nor any other party, shall be entitled to
vote any shares of New Common Stock held in the Distribution Reserve or the
Equity Reserve. In the event that any matter requires approval by the
shareholders of Reorganized ABN prior to the distribution or cancellation of all
shares of New Common Stock from the Distribution Reserve, the shares of New
Common Stock held by the Disbursing Agent shall, for voting purposes only, be
deemed not to have been issued.

     3. If practicable, the Disbursing Agent shall invest any Cash that is
withheld as the Distribution Reserve in a manner that shall yield a reasonable
net return, taking into account the safety of the investment.

D.   Distributions After Allowance

     The Reorganized Debtor or the Disbursing Agent, as the case may be, shall
make payments and distributions from the Distribution Reserve to each holder of
a Disputed Claim or a Disputed Interest that has become an Allowed Claim or an
Allowed Interest in accordance with the provisions of the Plan governing the
class of Claims or Interests to which such holder belongs. On the next
succeeding interim distribution date after the date that the order or judgment
of the Bankruptcy Court allowing all or part of such Claim or Interest becomes a
Final Order, the Disbursing Agent shall distribute to the holder of such Claim
or Interest any Cash, New Common Stock, Equity Options, New Warrants, or other
property in the Distribution Reserve as would have been distributed on the
Distribution Date had such Allowed Claim or Allowed Interest been allowed on the
Distribution Date. After a Final Order has been entered, or other final
resolution has been reached, with respect to each Disputed Claim or Disputed
Interest, (i) any New Common Stock, Equity Options, or New Warrants held in the
Distribution Reserve shall be distributed Pro Rata to holders of Allowed Claims
or Interests entitled thereto under the terms of this Plan and (ii) any Cash or
other property remaining in the Distribution Reserve shall become property of
the Reorganized Debtor. Notwithstanding the foregoing, no distributions shall be
made from the Equity Reserve to the holders in Classes 9, 10, and 11 until the
occurrence of the Distribution Date. All distributions made under this Article
IX.D on account of an Allowed Claim or an Allowed Interest shall be made
together with any dividends, payments, or other distributions made on account
of, as well as any obligations arising from, the distributed property, as if
such Allowed Claim or Allowed Interest had been an Allowed Claim or Allowed
Interest on the Distribution Date. Notwithstanding the foregoing, the Disbursing
Agent shall not be required to make distributions under Article IX.D more
frequently than once every 180 days or to make any individual payments in an
amount less than $25.00.

                                   ARTICLE X

                    CONDITIONS PRECEDENT TO CONFIRMATION AND
                            CONSUMMATION OF THE PLAN

A.   Conditions To Confirmation

     The following are conditions precedent to confirmation of the Plan that
must be satisfied or waived in accordance with Article X.C below:

     1. The proposed Confirmation Order shall be in form and substance
reasonably acceptable to the Debtor, the Noteholders' Committee and the Equity
Committee.

     2. The Debtor shall have access to Cash, in the form of dividends and
intercompany advances from its Subsidiaries, in an amount acceptable to the
Debtor, to provide the Reorganized Debtor with working capital to meet ordinary
and peak requirements.

     3. An order of the District Court granting preliminary approval of the
Class Action Settlements shall have been entered.

B.   Conditions To Consummation

     The following are conditions precedent to the occurrence of the
Consummation Date, each of which must be satisfied or waived in accordance with
Article X.C below:

     1. The Confirmation Order, in form and substance reasonably acceptable to
the Debtor, the Noteholders' Committee, and the Equity Committee, must have
become a Final Order and must, among other things, provide that:

          a. the Debtor and Reorganized Debtor are authorized and directed to
take all actions necessary or appropriate to enter into, implement, and
consummate the contracts, instruments, releases, leases, indentures, and other
agreements or documents created in connection with the Plan;

          b. the provisions of the Confirmation Order are nonseverable and
mutually dependent;

          c. all executory contracts or unexpired leases assumed or assumed and
assigned by the Debtor during the Chapter 11 Case or under the Plan shall remain
in full force and effect for the benefit of the Reorganized Debtor or its
assignees notwithstanding any provision in such contract or lease (including
those described in sections 365(b)(2) and (f) of the Bankruptcy Code) that
prohibits such assignment or transfer or that enables, permits, or requires
termination of such contract or lease;

          d. the transfers of property by the Debtor (i) to the Reorganized
Debtor (a) are or will be legal, valid, and effective transfers of property, (b)
vest or will vest the Reorganized Debtor with good title to such property free
and clear of all liens, charges, Claims, encumbrances, or interests, except as
expressly provided in the Plan or Confirmation Order, (c) do not and will not
constitute avoidable transfers under the Bankruptcy Code or under applicable
bankruptcy or nonbankruptcy law, and (d) do not and will not subject the
Reorganized Debtor to any liability by reason of such transfer under the
Bankruptcy Code or under applicable nonbankruptcy law, including, without
limitation, any laws affecting successor, transferee or stamp or recording tax
liability and (ii) to holders of Claims or Interests under the Plan are for good
consideration and value;

          e. except as expressly provided in the Plan, the Debtor is discharged
effective upon the Confirmation Date from any "debt" (as that term is defined in
section 101(12) of the Bankruptcy Code), and the Debtor's liability in respect
thereof is extinguished completely, whether reduced to judgment or not,
liquidated or unliquidated, contingent or noncontingent, asserted or unasserted,
fixed or unfixed, matured or unmatured, disputed or undisputed, legal or
equitable, or known or unknown, or that arose from any agreement of the Debtor
that has either been assumed or rejected in the Chapter 11 Case or pursuant to
the Plan, or obligation of the Debtor incurred before the Confirmation Date, or
from any conduct of the Debtor prior to the Confirmation Date, or that otherwise
arose before the Confirmation Date, including, without limitation, all interest,
if any, on any such debts, whether such interest accrued before or after the
Petition Date;

          f. the Plan does not provide for the liquidation of all or
substantially all of the property of the Debtor and its Confirmation is not
likely to be followed by the liquidation of the Reorganized Debtor or the need
for further financial reorganization;

          g. all Interests shall be cancelled effective upon the Distribution
Date;

          h. the Restated 10 3/8% Senior Notes, New Common Stock, Rights, Equity
Options, Consultant Options, and New Warrants issued under the Plan in exchange
for Claims or Interests are exempt from registration under the Securities Act of
1933 pursuant to section 1145 of the Bankruptcy Code, except to the extent that
any holders of New Common Stock are "underwriters," as that term is defined in
section 1145 of the Bankruptcy Code;

          i. each holder of a Senior Subordinated Note Claim shall be deemed to
have released each Subsidiary Guarantor from such Subsidiary Guarantor's
Subsidiary Guarantee; and

     2. The Reorganized Debtor shall have access to Cash, in the form of
dividends and intercompany advances from its Subsidiaries, in an amount
acceptable to the Reorganized Debtor, to provide it with working capital to meet
ordinary and peak requirements.

     3. All authorizations, consents, and regulatory approvals required, if any,
in connection with the consummation of the Plan shall have been obtained.

     4. The following agreements, in form satisfactory to the Debtor, the
Noteholders' Committee, and the Equity Committee, shall have been executed and
delivered, and all conditions precedent thereto shall have been satisfied:

          a. Reorganized ABN Certificate of Incorporation and By-laws;

          b. New Warrant Agreement;

          c. Management Incentive Plan;

          d. Consultant Option Plan;

          e. Amendment To 10 3/8% Senior Notes Indenture;

          f. Tail insurance under the ABN D&O Policy in the amount of $10
million at a cost not to exceed $1 million;

          g. Registration Rights Agreement;

          h. Settlement Agreement Between ABN And ABNH; and

          i. Equity Options Agreement.

     5. An order of the District Court authorizing the Class Action Settlements
shall have been entered and shall have become a Final Order.

     6. A final judgment of permanent injunction shall have been entered by a
United States District Court which enjoins ABN from violating the antifraud
provisions of the Securities Act of 1933 (Section 17(a) ) and the antifraud,
periodic reporting, internal accounting controls, and record-keeping provisions
of the Securities Exchange Act of 1934 (Sections 10(b), 13(a), and 13(b)(2)(A)
and (B) and Rules 10b-5, 12b-20, 13a-1, and 13a-13 thereunder) and which does
not require ABN to pay any disgorgement or a civil penalty.

     7. A final resolution of the United States Attorney's Office investigation
of the revenue recognition issues at ABNH shall have occurred in a manner
satisfactory to ABN and the Noteholders' Committee.

     8. All other actions, documents and agreements necessary to implement the
Plan shall have been effected or executed.

C.   Waiver Of Conditions

     Each of the conditions set forth in Articles X.A and X.B above, other than
those set forth in Article X.A.1, X.A.3, and X.B.5, may be waived in whole or in
part by the Debtor or Reorganized Debtor with the consent of the Noteholders'
Committee without any notice to parties in interest or the Bankruptcy Court and
without a hearing. The failure to satisfy or waive any condition to the
Consummation Date may be asserted by the Debtor or Reorganized Debtor with the
consent of the Noteholders' Committee regardless of the circumstances giving
rise to the failure of such condition to be satisfied (including any action or
inaction by the Debtor or Reorganized Debtor). The failure of the Debtor or
Reorganized Debtor to exercise any of the foregoing rights shall not be deemed a
waiver of any other rights, and each such right shall be deemed an ongoing right
that may be asserted at any time.

                                   ARTICLE XI

                          MODIFICATIONS AND AMENDMENTS

     With the consent of Noteholders' Committee and the Equity Committee, the
Debtor may alter, amend, or modify this Plan or any Exhibits hereto under
section 1127(a) of the Bankruptcy Code at any time prior to the Confirmation
Date. After the Confirmation Date and prior to substantial consummation of the
Plan, as defined in section 1101(2) of the Bankruptcy Code, the Debtor may,
under section 1127(b) of the Bankruptcy Code, institute proceedings in the
Bankruptcy Court to remedy any defect or omission or reconcile any
inconsistencies in the Plan, the Disclosure Statement, or the Confirmation
Order, and to accomplish such matters as may be necessary to carry out the
purposes and effects of the Plan so long as such proceedings do not materially
adversely affect the treatment of holders of Claims or Interests under the Plan;
PROVIDED, HOWEVER, that prior notice of such proceedings shall be served in
accordance with the Bankruptcy Rules or order of the Bankruptcy Court.

                                  ARTICLE XII

                            RETENTION OF JURISDICTION

     Under sections 105(a) and 1142 of the Bankruptcy Code, and notwithstanding
entry of the Confirmation Order and occurrence of the Consummation Date, the
Bankruptcy Court shall retain exclusive jurisdiction over all matters arising
out of, and related to, the Chapter 11 Case and the Plan to the fullest extent
permitted by law, including, among other things, jurisdiction to:

     A. Allow, disallow, determine, liquidate, classify, estimate, or establish
the priority or secured or unsecured status of any Claim or Interest, including
the resolution of any request for payment of any Administrative Claim and the
resolution of any objections to the allowance or priority of Claims or
Interests;

     B. Hear and determine all applications for compensation and reimbursement
of expenses of Professionals under the Plan or under sections 330, 331, 503(b),
1103, and 1129(a)(4) of the Bankruptcy Code; PROVIDED, HOWEVER, that from and
after the Consummation Date, the payment of the fees and expenses of the
retained professionals of the Reorganized Debtor shall be made in the ordinary
course of business and shall not be subject to the approval of the Bankruptcy
Court;

     C. Hear and determine all matters with respect to the assumption or
rejection of any executory contract or unexpired lease to which the Debtor is a
party or with respect to which the Debtor may be liable, including, if
necessary, the nature or amount of any required Cure or the liquidation or
allowance of any Claims arising therefrom;

     D. Effectuate performance of and payments under the provisions of the Plan;

     E. Hear and determine any and all adversary proceedings, motions,
applications, and contested or litigated matters arising out of, under, or
related to, the Chapter 11 Case;

     F. Enter such orders as may be necessary or appropriate to execute,
implement, or consummate the provisions of the Plan and all contracts,
instruments, releases, and other agreements or documents created in connection
with the Plan, the Disclosure Statement, or the Confirmation Order;

     G. Hear and determine disputes arising in connection with the
interpretation, implementation, consummation, or enforcement of the Plan,
including disputes arising under agreements, documents, or instruments executed
in connection with the Plan;

     H. Consider any modifications of the Plan, cure any defect or omission, or
reconcile any inconsistency in any order of the Bankruptcy Court, including,
without limitation, the Confirmation Order;

     I. Issue injunctions, enter and implement other orders, or take such other
actions as may be necessary or appropriate to restrain interference by any
entity with implementation, consummation, or enforcement of the Plan or the
Confirmation Order;

     J. Enter and implement such orders as may be necessary or appropriate if
the Confirmation Order is for any reason reversed, stayed, revoked, modified, or
vacated, or distributions pursuant to the Plan are enjoined or stayed;

     K. Hear and determine any matters arising in connection with or relating to
the Plan, the Disclosure Statement, the Confirmation Order, or any contract,
instrument, release, or other agreement or document created in connection with
the Plan, the Disclosure Statement, or the Confirmation Order;

     L. Enforce all orders, judgments, injunctions, releases, exculpations,
indemnifications, and rulings entered in connection with the Chapter 11 Case;

     M. Recover all assets of the Debtor and property of the Debtor's Estate,
wherever located;

     N. Hear and determine matters concerning state, local, and federal taxes in
accordance with sections 346, 505, and 1146 of the Bankruptcy Code;

     O. Hear and determine all disputes involving the existence, nature, or
scope of the Debtor's discharge;

     P. Hear and determine such other matters as may be provided in the
Confirmation Order or as may be authorized under, or not inconsistent with,
provisions of the Bankruptcy Code; and

     Q. Enter a final decree closing the Chapter 11 Case.

                                  ARTICLE XIII

                           COMPROMISES AND SETTLEMENTS

     Pursuant to section 1123(b)(3) of the Bankruptcy Code and Bankruptcy Rule
9019(a), ABN shall effectuate the compromises and settlements described below.

A.   Settlement Between ABN And ABNH

     ABN and ABNH have agreed to settle their respective claims as follows: (i)
ABN and ABNH shall release each other from (a) any obligations pursuant to that
certain separation agreement, dated as of July 20, 1998 and (b) any sums
allegedly owing by each of them and their affiliates to the other; (ii) ABN
shall be responsible for all income, franchise, or similar tax liabilities of
ABNH or any person for which ABNH is or may be liable, including costs and
expenses, for the period January 1, 1990 through July 20, 1998; (iii) ABNH shall
remit to ABN any franchise or similar tax refunds for the periods prior to July
20, 1998; (iv) ABNH and ABNCo and Sati Group shall exchange mutual releases; (v)
ABNH shall withdraw its proof of claim in the Chapter 11 Case with prejudice;
and (vi) ABNH shall receive 25,000 shares of New Common Stock. The agreement
between ABN and ABNH, which is a Plan Supplement document, is incorporated
herein by reference.

B.   Settlement Among ABN, ABNH, And Parties To The ABN And ABNH Securities
Actions

     The plaintiffs in the ABN Securities Action, the plaintiffs in the ABNH
Securities Action, ABN, ABNH, and the other defendants in the aforementioned
actions have agreed to settle their respective claims as follows: (i) the
plaintiffs shall release ABN, ABNH, the other defendants, and certain other
officers and directors of ABN and ABNH from any claims plaintiffs may have
against such parties in connection with the purchase or sale of the common stock
of ABN, ABNH, or other acts and omissions relating thereto; (ii) National Union
Fire Insurance Company of Pittsburgh, Pa. ("National Union") shall deposit the
sum of $12.5 million into an interest bearing escrow account for ultimate
distribution to the plaintiffs; (iii) ABNH shall deliver to the plaintiffs'
counsel 1,460,000 shares of ABNH common stock, subject to adjustment, and ABNH
shall issue warrants to purchase 863,647 shares of ABNH common stock at an
exercise price of $6.00 per share, subject to adjustment; (iv) ABN shall deliver
to the plaintiffs' counsel forty percent (40%) of the allocation of the
distribution of approximately 7.7% of the New Common Stock and New Warrants in
accordance with the terms of this Plan; (v) Deloitte & Touche LLP shall deposit
$2.3 million into an interest bearing escrow account for the benefit of the
holders of ABNH Securities Claims; and (vi) all defendants and National Union
shall release one another from claims relating to the ABN Securities Action or
ABNH Securities Action. The agreement, which is a Plan Supplement document, is
incorporated herein by reference. In the event of any conflict between the
agreement filed as Plan Supplement Exhibit O on the one hand, and the summary of
the agreement provided herein and in the Disclosure Statement on the other, the
terms of the agreement itself shall govern.

C.   Settlement Between Equity Committee And Plaintiffs In ABN And ABNH
Securities Actions

     The plaintiffs in the ABN Securities Action and ABNH Securities Action
(collectively, the "Plaintiffs") and the Equity Committee have agreed to resolve
the issues concerning the appropriate allocation of New Securities between their
respective constituencies as follows: (i) the Plaintiffs shall receive forty
percent (40%) of the Equity Reserve and the existing common and preferred
stockholders of ABN shall receive sixty percent (60%) of the Equity Reserve,
respectively, and (ii) holders of Class 9 Interests and Class 10 Interests shall
receive (a) any distribution that would otherwise be made to the Consultant in
respect of shares of Common Stock held by the Consultant, and (b) any options or
warrants previously contemplated to be distributed under any agreement, plan, or
grant to the Consultant (other than the Consultant Options). The agreement,
which is annexed hereto as Exhibit E, is incorporated herein by reference.

D.   Settlement Between Consultant And Equity Committee

     The Equity Committee and the Consultant have agreed as follows: the
Consultant shall grant to the holders of Class 10 Common Stock Interests his
entitlement to receive New Common Stock hereunder.




                                      * * *

     Pursuant to Fed. R. Bankr. P. 9019(a), the Debtor may compromise and settle
various Claims against it and/or claims that it may have against other Persons.
The Debtor expressly reserves the right (with Bankruptcy Court approval,
following appropriate notice and opportunity for a hearing) to compromise and
settle Claims against it and claims that it may have against other Persons up to
and including the Consummation Date. After the Consummation Date, such right
shall pass to the Reorganized Debtor pursuant to Articles IV.E and IV.F hereof.

                                  ARTICLE XIV

                            MISCELLANEOUS PROVISIONS

A.   Bar Dates For Certain Claims

     1. Administrative Claims; Substantial Contribution Claims

     The Confirmation Order will establish an Administrative Claims Bar Date for
the filing of all Administrative Claims, including Substantial Contribution
Claims (but not including claims for Professional Fees or the expenses of the
members of any statutory committee (if appointed)), which date will be November
27, 2000 after the Distribution Date. Holders of asserted Administrative Claims,
other than claims for Professional Fees, United States Trustee fees, or the
expenses of the members of any statutory committee (if appointed), not paid
prior to the Confirmation Date must submit proofs of Administrative Claim on or
before such Administrative Claims Bar Date or forever be barred from doing so.
The notice of Confirmation to be delivered pursuant to Fed. R. Bankr. P. 3020(c)
and 2002(f) will set forth such date and constitute notice of this
Administrative Claims Bar Date. The Debtor or Reorganized Debtor, as the case
may be, shall have 45 days (or such longer period as may be allowed by order of
the Bankruptcy Court) following the Administrative Claims Bar Date to review and
object to such Administrative Claims before a hearing for determination of
allowance of such Administrative Claims.

     2. Professional Fee Claims

     All final requests for compensation or reimbursement of Professional Fees
pursuant to sections 327, 328, 330, 331, 503(b), or 1103 of the Bankruptcy Code
for services rendered to the Debtor or any statutory committee (if appointed)
prior to the Confirmation Date (other than Substantial Contribution Claims under
section 503(b)(4) of the Bankruptcy Code) must be filed and served on the
Reorganized Debtor and its counsel no later than November 27, 2000, unless
otherwise ordered by the Bankruptcy Court. Objections to applications of such
Professionals or other entities for compensation or reimbursement of expenses
must be filed and served on the Reorganized Debtor and its counsel and the
requesting Professional or other entity no later than December 11, 2000.

     3. Other Claims

     By order dated December 9, 1999, the Bankruptcy Court entered an order (the
"Bar Date Order") setting January 24, 2000 (the "Bar Date") as the last date for
the filing of proofs of Claim against the Debtor on account of any Claim, as
defined in section 101(5) of the Bankruptcy Code, against the Debtor, which
arose prior to the Petition Date. Pursuant to the Bar Date Order and Fed. R.
Bankr. P. 3003(c)(2), any person or entity that is required to file a timely
proof of Claim in the form and manner specified by the Bar Date Order and that
fails to do so on or before the Bar Date (or, in the case of a Claim based upon
the Debtor's rejection of an unexpired lease or executory contract, before the
Rejection Damages Bar Date, as defined in the Bar Date Order), shall not be
entitled to vote on the Plan and shall not receive or retain, or be entitled to
receive or retain, any property or any payment or distribution of property from
the Debtor or its successors or assigns with respect to such Claim.

B.   Payment Of Statutory Fees

     All fees payable pursuant to section 1930 of title 28 of the United States
Code, as determined by the Bankruptcy Court at the Confirmation Hearing, shall
be paid on or before the Consummation Date. All such fees that arise after the
Consummation Date but prior to the closing of the Chapter 11 Case shall be paid
by Reorganized ABN.

C.   Severability Of Plan Provisions

     If, prior to Confirmation, any term or provision of the Plan is held by the
Bankruptcy Court to be invalid, void, or unenforceable, the Bankruptcy Court, at
the request of the Debtor, shall have the power to alter and interpret such term
or provision to make it valid or enforceable to the maximum extent practicable,
consistent with the original purpose of the term or provision held to be
invalid, void, or unenforceable, and such term or provision shall then be
applicable as altered or interpreted. Notwithstanding any such holding,
alteration, or interpretation, the remainder of the terms and provisions of the
Plan shall remain in full force and effect and shall in no way be affected,
impaired, or invalidated by such holding, alteration, or interpretation. The
Confirmation Order shall constitute a judicial determination and shall provide
that each term and provision of the Plan, as it may have been altered or
interpreted in accordance with the foregoing, is valid and enforceable pursuant
to its terms.

D.   Successors And Assigns

     The rights, benefits, and obligations of any entity named or referred to in
the Plan shall be binding upon, and shall inure to the benefit of, any heir,
executor, administrator, successor, or assign of such entity.

E.   Discharge Of The Debtor And Injunction

     All consideration distributed under the Plan shall be in exchange for, and
in complete satisfaction, settlement, discharge, and release of, all Claims
against and Interests in the Debtor of any nature whatsoever or against any of
the Debtor's assets or properties. Except as otherwise expressly provided in the
Plan, entry of the Confirmation Order acts as a discharge of all Claims against,
liens on, and Interests in each of the Debtor, the Debtor's assets, and its
properties, arising at any time before the entry of the Confirmation Order,
regardless of whether a proof of Claim or proof of Interest therefor was filed,
whether the Claim or Interest is Allowed, or whether the holder thereof votes to
accept the Plan or is entitled to receive a distribution thereunder, subject to
the occurrence of the Distribution Date. Upon entry of the Confirmation Order,
and subject to the occurrence of the Distribution Date, any holder of such
discharged Claim or Interest shall be precluded from asserting against the
Debtor or any of its assets or properties any other or further Claim or Interest
based upon any document, instrument, act, omission, transaction or other
activity of any kind or nature that occurred before the date of entry of the
Confirmation Order. The Confirmation Order shall be a judicial determination of
discharge of all liabilities of the Debtor, subject to the occurrence of the
Distribution Date.

     In accordance with section 524 of the Bankruptcy Code, the discharge
provided by this section and section 1141 of the Bankruptcy Code shall act as an
injunction against the commencement or continuation of any action, employment of
process, or act to collect, offset, or recover the Claims and Interests
discharged hereby. Except as otherwise expressly provided in the Plan or the
Confirmation Order, all entities who have held, hold, or may hold Claims
against, or Interests in, the Debtor will be permanently enjoined, on and after
the Consummation Date, subject to the occurrence of the Distribution Date, from
(i) commencing or continuing in any manner any action or other proceeding of any
kind with respect to any such Claim or Interest, (ii) the enforcement,
attachment, collection, or recovery by any manner or means of any judgment,
award, decree or order against the Debtor on account of any such Claim or
Interest, (iii) creating, perfecting, or enforcing any encumbrance of any kind
against the Debtor or against the property or interests in property of the
Debtor on account of any such Claim or Interest, and (iv) asserting any right of
setoff, subrogation, or recoupment of any kind against any obligation due from
the Debtor or against the property or interests in property of the Debtor on
account of any such Claim or Interest. The foregoing injunction will extend to
successors of the Debtor (including, without limitation, the Reorganized Debtor)
and their respective properties and interests in property.

F.   Debtor Releases

     Effective as of the Confirmation Date, but subject to the occurrence of the
Distribution Date, the Debtor shall release and be permanently enjoined from any
prosecution or attempted prosecution of any and all causes of action which it
has, may have, or claims to have against any present or former director,
officer, or employee of the Debtor relating to the Chapter 11 Case or the Plan;
PROVIDED, HOWEVER, that the foregoing shall not operate as a waiver of or
release from any causes of action arising out of (i) any express contractual
obligation owing by any such director, officer, or employee of the Debtor or
(ii) the willful misconduct, gross negligence, or breach of fiduciary duty of
such director, officer, or employee in connection with, related to, or arising
out of the Chapter 11 Case, the pursuit of confirmation of the Plan, the
consummation of the Plan, the administration of the Plan, or the property to be
distributed under the Plan.

G.   Other Releases

     Effective as of the Confirmation Date, but subject to the occurrence of the
Distribution Date, and except as otherwise provided herein or in the
Confirmation Order, the Indenture Trustees and each of the Debtor's, Reorganized
Debtor's, Noteholders' Committee's, Indenture Trustees', and Equity Committee's
respective members, officers, directors, agents, financial advisors, independent
accountants, attorneys, employees, and representatives and their respective
property shall be released from any and all claims, obligations, rights, causes
of action, and liabilities which the Debtor, Reorganized Debtor, or any holder
of a Claim against or Interest in the Debtor may be entitled to assert, whether
for tort, fraud, contract, violations of federal or state securities laws, or
otherwise, whether known or unknown, foreseen or unforeseen, existing or
hereafter arising, based in whole or in part upon any act or omission,
transaction, or other occurrence taking place on or before the Confirmation Date
in any way relating to the Chapter 11 Case or the Plan; PROVIDED, HOWEVER, that
nothing herein shall release any Person from any claims, obligations, rights,
causes of action or liabilities based upon any act or omission in connection
with, relating to, or arising out of, the Chapter 11 Case, the solicitation of
acceptances of the Plan, the pursuit of Confirmation of the Plan, the
Consummation of the Plan, the administration of the Plan, or the property to be
distributed under the Plan arising out of such Person's gross negligence or
willful misconduct.

     Effective as of the Confirmation Date, but subject to the occurrence of the
Distribution Date, and except as otherwise provided herein or in the
Confirmation Order, current and former agents and employees of ABN and former
officers and directors of ABN shall be deemed to have released any claims
against ABNH that relate to or arise from any transactions that took place prior
to the spinoff of ABNH by ABN on July 20,1998, which claims concern the business
or operations of ABN or ABNH.

     Notwithstanding any other provision in the Disclosure Statement, the Plan,
or the Confirmation Order, nothing in the Disclosure Statement, the Plan, or the
Confirmation Order shall release, discharge, or exculpate any non-debtor party
from any debt owed to the United States Government and/or its agencies,
including the PBGC, for any liability arising under the Internal Revenue Code,
ERISA, the environmental laws, or any criminal laws of the United States. In
addition, notwithstanding any other provision in the Disclosure Statement, the
Plan, or the Confirmation Order, nothing in the Disclosure Statement, the Plan,
or the Confirmation Order shall enjoin or prevent the Government from collecting
any such liability from any such non-debtor party. Notwithstanding any other
provision in the Disclosure Statement, the Plan, or the Confirmation Order,
nothing in the Disclosure Statement, the Plan, or the Confirmation Order shall
release, discharge, or exculpate ABN from any criminal laws of the United
States.

H.   Waiver Of Enforcement Of Subordination

     All Claims against and Interests in ABN and all rights and claims between
or among holders of Claims and Interests relating in any manner whatsoever to
Claims against and Interests in ABN, based upon any claimed subordination rights
(if any), shall be deemed satisfied by the distributions under the Plan to
holders of Claims and Interests having such subordination rights, and such
subordination rights shall be deemed waived, released, discharged, and
terminated as of the Consummation Date, except with respect to holders of Class
4 Claims and Class 5 Claims, which are not waiving any such rights prospectively
after the Consummation Date and will retain such rights under the applicable
indentures. Distributions to the various Classes of Claims and Interests
hereunder shall not be subject to levy, garnishment, attachment, or like legal
process by any holder of a Claim by reason of any claimed subordination rights
or otherwise, so that each holder of a Claim shall have and receive the benefit
of the distributions in the manner set forth in the Plan.

I.   Committees

     Effective twenty (20) days after the Distribution Date, the duties of any
statutory committee shall terminate, except with respect to any appeal of an
order in the Chapter 11 Case and applications for Professional Fees.

J.   Binding Effect

     The Plan shall be binding upon and inure to the benefit of the Debtor, all
present and former holders of Claims against and Interests in the Debtor, and
their respective successors and assigns, including, but not limited to, the
Reorganized Debtor and all other parties in interest in this Chapter 11 Case.

K.   Revocation, Withdrawal, Or Non-Consummation

     The Debtor reserves the right to revoke or withdraw the Plan at any time
prior to the Confirmation Date and to file other plans of reorganization subject
to the consent of the Noteholders' Committee. If the Debtor revokes or withdraws
the Plan, or if Confirmation or consummation of the Plan does not occur, then
(i) the Plan shall be null and void in all respects, (ii) any settlement or
compromise embodied in the Plan (including the fixing or limiting to an amount
certain any Claim or Class of Claims), assumption or rejection of executory
contracts or leases effected by the Plan, and any document or agreement executed
pursuant to the Plan shall be deemed null and void, and (iii) nothing contained
in the Plan, and no acts taken in preparation for consummation of the Plan,
shall (a) constitute or be deemed to constitute a waiver or release of any
Claims by or against, or any Interests in, the Debtor or any other Person, (b)
prejudice in any manner the rights of the Debtor or any Person in any further
proceedings involving the Debtor, or (c) constitute an admission of any sort by
the Debtor or any other Person.

L.   Plan Supplement

     Any and all exhibits, lists, or schedules not filed with the Plan shall be
contained in the Plan Supplement and filed with the Clerk of the Bankruptcy
Court seven days prior to the date set for the hearing on Confirmation. Upon its
filing with the Bankruptcy Court, the Plan Supplement may be inspected in the
office of the Clerk of the Bankruptcy Court during normal court hours or may be
viewed on the Bankruptcy Court's website at (www.nysb.uscourts.gov) Holders of
Claims or Interests may obtain a copy of the Plan Supplement upon written
request to the Debtor in accordance with Article XIV.M hereof.

M.   Notices

     Any notice, request, or demand required or permitted to be made or provided
to or upon the Debtor or Reorganized Debtor hereunder shall be (i) in writing,
(ii) served by (a) certified mail, return receipt requested, (b) hand delivery,
(c) overnight delivery service, (d) first class mail, or (e) facsimile
transmission, and (iii) deemed to have been duly given or made when actually
delivered or, in the case of notice by facsimile transmission, when received and
telephonically confirmed, addressed as follows:

                         AMERICAN BANKNOTE CORPORATION
                         410 Park Avenue
                         New York, New York 10022-4407
                         Att'n:   Patrick J. Gentile
                         Telephone: (212) 593-5700
                         Facsimile:  (212) 593-9615

                         with a copy to:

                         SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
                         Four Times Square
                         New York, New York 10036-6522
                         Att'n: Kayalyn A. Marafioti, Esq.
                         Telephone:  (212) 735-3000
                         Facsimile:   (212) 735-2000

N.   Indemnification Obligations

     Except as otherwise specifically limited in this Plan, any obligations or
rights of the Debtor or Reorganized Debtor to defend, indemnify, reimburse, or
limit the liability of its present and former directors, officers, or employees
pursuant to the Debtor's or Reorganized Debtor's certificate of incorporation,
by-laws, policy of providing employee indemnification, applicable state law, or
specific agreement in respect of any claims, demands, suits, causes of action,
or proceedings against such directors, officers, or employees based upon any act
or omission related to such present and former directors', officers', or
employees' service with, for, or on behalf of the Debtor prior to the
Consummation Date, shall survive confirmation of this Plan and remain unaffected
thereby, and shall not be discharged, irrespective of whether such defense,
indemnification, reimbursement, or limitation of liability is owed in connection
with an occurrence before or after the Petition Date; PROVIDED, HOWEVER, that
the Debtor's or Reorganized Debtor's obligation to defend, indemnify, reimburse,
or limit the liability of any Person covered hereunder shall survive only to the
extent that the foregoing obligations may be satisfied from the proceeds of the
Debtor's or the Reorganized Debtor's directors and officers liability insurance
coverage. Any such obligations that are not satisfied from the proceeds of the
Debtor's or the Reorganized Debtor's directors and officers liability insurance
coverage shall be discharged.

O.   Prepayment

     Except as otherwise provided in this Plan or the Confirmation Order, the
Debtor shall have the right to prepay, without penalty, all or any portion of an
Allowed Claim at any time; PROVIDED, HOWEVER, that any such prepayment shall not
be violative of, or otherwise prejudice, the relative priorities and parities
among the Classes of Claims.

P.   Term Of Injunctions Or Stays

     Unless otherwise provided herein or in the Confirmation Order, all
injunctions or stays provided for in the Chapter 11 Case under sections 105 or
362 of the Bankruptcy Code or otherwise, and extant on the Confirmation Date
(excluding any injunctions or stays contained in this Plan or the Confirmation
Order), shall remain in full force and effect until the Consummation Date.

Q.   Governing Law

     Unless a rule of law or procedure is supplied by federal law (including the
Bankruptcy Code and Bankruptcy Rules), the laws of (i) the State of New York
shall govern the construction and implementation of the Plan and any agreements,
documents, and instruments executed in connection with this Plan and (ii) the
laws of the state of Delaware shall govern corporate governance matters with
respect to the Debtor, in either case without giving effect to the principles of
conflicts of law thereof.



<PAGE>


Dated:   New York, New York
November 3, 2000


                                            AMERICAN BANKNOTE CORPORATION


                                            By: /S/ PATRICK J. GENTILE
                                                ------------------------------
                                                Patrick J. Gentile
                                                Senior Vice President - Finance
                                                Chief Accounting Officer


                                        SKADDEN, ARPS, SLATE, MEAGHER & FLOM
                                          LLP
                                         Attorneys for American Banknote
                                          Corporation


                                            By:  /S/ KAYALYN A. MARAFIOTI
                                                ------------------------------
                                                 Kayalyn A. Marafioti (KM 9362)
                                                 Frederick D. Morris (FM 6564)

                                            Four Times Square
                                            New York, New York 10036-6522
                                           (212) 735-3000

<PAGE>
                                    EXHIBIT A
                                       TO
                             REORGANIZATION PLAN OF
                          AMERICAN BANKNOTE CORPORATION
                         DESCRIPTION OF NEW COMMON STOCK


<PAGE>



                          AMERICAN BANKNOTE CORPORATION
                         DESCRIPTION OF NEW COMMON STOCK

          The principal terms of the New Common Stock to be issued by
Reorganized American Banknote under the Plan shall be as follows:


Authorization:               20 million shares
Initial Issuance:            11,827,142 million shares
Par Value:                   $.01 per share
Voting Rights:               One vote per share
Preemptive Rights:           None
Dividends:                   Payable at the discretion of the board of directors
                             of Reorganized American Banknote Corporation


<PAGE>
                                   EXHIBIT B

                                       TO

                             REORGANIZATION PLAN OF
                         AMERICAN BANKNOTE CORPORATION

                        CONSULTANT SETTLEMENT AGREEMENT
<PAGE>


                          CONSULTING, NON-COMPETITION,
                            AND TERMINATION AGREEMENT

          CONSULTING, NON-COMPETITION AND, TERMINATION AGREEMENT (this
"AGREEMENT"), dated as of March 13, 2000, between AMERICAN BANKNOTE CORPORATION,
a Delaware corporation having its principal place of business at 410 Park
Avenue, New York, New York 10022 (the "COMPANY"), AMERICAN BANKNOTE COMPANY
("ABNCO"), a New York Corporation with its principal place of business at 2520
Metropolitan Drive, Trevose, Pennsylvania 19053, and MORRIS WEISSMAN, an
individual having a residence at 122 Kings Road, Palm Beach, Florida 33480
("CONSULTANT").

                               W I T N E S S E T H

          WHEREAS, pursuant to that certain Second Amended and Restated
Employment Agreement, dated October 1, 1993, by and between the Company, ABNCo,
and Consultant (the "EMPLOYMENT AGREEMENT"), Consultant has been employed by the
Company as its Chief Executive Officer and Chairman of the Board of Directors;
and

          WHEREAS, pursuant to the Employment Agreement, Consultant has also
been employed as the Chief Executive Officer and Chairman of the Board of
Directors of ABNCo, and certain other subsidiaries of, and certain other
companies owned or controlled by, the Company (collectively, the
"SUBSIDIARIES"); and

          WHEREAS, the Company is the debtor and debtor-in-possession in the
Chapter 11 reorganization case No. 99 B 11577 (PCB) (the "CHAPTER 11 CASE")
filed on December 8, 1999 under Chapter 11 of title 11 of the United States
Code, 11 U.S.C. ss.ss. 101-1330, as amended (the "BANKRUPTCY CODE"), in the
United States Bankruptcy Court for the Southern District of New York (the
"BANKRUPTCY COURT"); and

          WHEREAS, Consultant wishes to voluntarily resign his positions with
the Company, ABNCo, and the Subsidiaries, and the Company and Consultant desire
to enter into a new contractual arrangement in lieu of the Employment Agreement
whereby the Company will utilize Consultant on a consulting basis upon the terms
and conditions set forth herein.

          NOW, THEREFORE, in consideration of the promises and of the releases,
representations, covenants, and obligations contained herein, the parties hereto
agree as follows:

          1. TERM OF AGREEMENT. This Agreement shall take effect upon the entry
of a Bankruptcy Court order approving this Agreement (the "EFFECTIVE DATE"), and
shall expire on the third anniversary of the Effective Date (the "TERM"), unless
sooner terminated in accordance with Section 2(d) or 6 hereof (the "CONSULTING
PERIOD"). There shall be no extension of this Agreement other than by written
instrument executed by both parties hereto.

          2. TERMINATION OF EMPLOYMENT.

          (a) TERMINATION OF EMPLOYMENT. Except as set forth in this Agreement,
and subject to Sections 2(b), 2(c), and 2(d) below, Consultant hereby
voluntarily resigns his employment with the Company, ABNCo, and the Subsidiaries
as Chairman of the Board, Chief Executive Officer, Director, officer, and in any
other capacity immediately upon the occurrence of the Effective Date without
further act or notice by or to any person or entity.

          (b) TERMINATION OF EMPLOYMENT AGREEMENT. Notwithstanding the
termination of Consultant's employment as provided in Section 2(a) above, the
Employment Agreement shall be held in abeyance and shall not terminate until
such time as (i) the Bankruptcy Court order approving this Agreement (the
"BANKRUPTCY COURT ORDER") becomes a Final Order (defined below) and a
reorganization plan for the Company (a "REORGANIZATION PLAN") that is not
inconsistent with this Agreement is substantially consummated or (ii) Consultant
waives the occurrence and effect of one or more Employment Agreement Revival
Events set forth in Section 2(d) of this Agreement (the events set forth in
Section 2(b)(i) above shall together constitute one "EMPLOYMENT AGREEMENT
TERMINATION EVENT," and the event set forth in Section 2(b)(ii) above shall
constitute a separate "EMPLOYMENT AGREEMENT TERMINATION EVENT"). The Employment
Agreement shall terminate and shall be of no further force and effect without
further act or notice by or to any person or entity immediately upon the
occurrence of an Employment Agreement Termination Event. For purposes of this
Agreement, a Final Order means an order or judgment of the Bankruptcy Court, as
entered on the docket in the Chapter 11 Case, the operation or effect of which
has not been stayed, reversed, or amended and as to which order or judgment (or
any revision, modification, or amendment thereof) the time to appeal or seek
review or rehearing has expired and as to which no appeal or petition for review
or rehearing was filed or, if filed, remains pending.

          (c) RELATIONSHIP DURING ABEYANCE PERIOD. During the period beginning
on the Effective Date and ending upon the occurrence an Employment Agreement
Termination Event (the "ABEYANCE PERIOD"), the relationship among the Company,
ABNCo, and Consultant shall be governed exclusively by the terms of this
Agreement, and not by any of the terms of the Employment Agreement.
Notwithstanding anything to the contrary in the Employment Agreement, compliance
by the Company, ABNCo, and Consultant with the terms of this Agreement during
the Abeyance Period shall constitute full compliance by such parties with the
terms of the Employment Agreement and shall not result in (i) Cause (as defined
in the Employment Agreement) for termination by the Company or ABNCo of the
Employment Agreement, (ii) Good Reason (as defined in the Employment Agreement)
for termination by Consultant of the Employment Agreement, or (iii) the
abrogation or waiver of any other rights, claims, obligations, and remedies of
the Company, ABNCo, and Consultant under the Employment Agreement.

          (d) REVIVAL OF EMPLOYMENT AGREEMENT. Unless Consultant exercises his
option to waive one or more Employment Agreement Revival Events in accordance
with this Section 2(d), upon the earlier to occur of (i) entry of a Final Order
reversing the Bankruptcy Court Order or modifying the Bankruptcy Court Order in
any material respect, (ii) conversion of the Chapter 11 case to a case under
Chapter 7 of the Bankruptcy Code, (iii) confirmation of a Reorganization Plan
that is inconsistent with the terms of this Agreement, or (iv) the third
anniversary of the Effective Date but only if the Employment Agreement
Termination Event set forth in Section 2(b)(i) of this Agreement has not
occurred on or prior to such date (each, an "EMPLOYMENT AGREEMENT REVIVAL
EVENT"), the Abeyance Period and this Agreement shall terminate, the releases
set forth in Section 4 of this Agreement shall become null and void and of no
further force and effect, Consultant's Employment Agreement shall be deemed to
have been rejected under section 365(a) of the Bankruptcy Code as of the
Effective Date, and each of the Company, ABNCo, and Consultant shall thereafter
have all of the rights, claims, obligations, defenses, and remedies available to
each such party under the Employment Agreement and under applicable law.
Notwithstanding anything to the contrary in this Section 2(d), Consultant shall
have the option to waive in writing the occurrence and effect of the Employment
Agreement Revival Events set forth in Sections 2(d)(ii), 2(d)(iii), and 2(d)(iv)
above, and any such waiver shall constitute an Employment Agreement Termination
Event under Section 2(b) of this Agreement. Any payments required to be made by
the Company or by ABNCo to Consultant under the Employment Agreement by reason
of the occurrence of an Employment Agreement Revival Event shall be (x) reduced
by any amounts previously paid to Consultant pursuant to Sections 3(c)(i) and
3(c)(ii) of this Agreement and (y) offset against any amounts due Consultant
under Sections 3(c)(i) and 3(c)(ii) of this Agreement that remain unpaid. In no
event shall Consultant be required to disgorge any payments received by
Consultant under this Agreement.

          3. ENGAGEMENT ON CONSULTING BASIS.

          (a) GENERAL. The Company hereby engages Consultant as a Consultant to
perform the services required pursuant to Section 3(b) below and Consultant
accepts such engagement and agrees to perform such services on behalf of the
Company in accordance with the terms of this Agreement. Consultant's obligations
under this Section 3 shall commence upon the occurrence of the Effective Date
and shall continue throughout the Consulting Period.

          (b) DUTIES. Consultant shall provide consulting services to the
Company relating to asset dispositions, mergers and acquisitions, joint
ventures, investments, sales, and strategic planning as may be requested by the
Board of Directors, and Consultant shall report solely to the Chairman of the
Board of Directors of the Company.

          (c) COMPENSATION. Subject to and contingent upon Consultant's
performing of his obligations under this Agreement, the Company agrees to
compensate Consultant as follows (the "COMPENSATION"):

               (i) CONSULTING FEE. As a consulting fee during the Consulting
          Period, and except as provided in Section 3(d) below, the Company
          agrees to pay Consultant at the rate of $300,000 per annum during the
          Consulting Period (the "CONSULTING FEE"), payable in monthly
          installments of $25,000 each. In the event of Consultant's death
          during the Consulting Period, the Company shall pay to Consultant's
          estate any unpaid portion of the Consulting Fee in equal monthly
          installments over a period equal to two times the then remaining
          stated Term of this Agreement. In the event that this Agreement is
          terminated for Cause prior to the third anniversary of the Effective
          Date, Consultant shall not be entitled to receive any portion of the
          Consulting Fee that would have otherwise accrued after such
          termination for Cause. Any Consulting Fees accrued but not paid prior
          to such termination for Cause shall be paid immediately upon such
          termination. Notwithstanding the foregoing, if Consultant is
          terminated for Cause under Section 6(c)(iii) of this Agreement, and
          Consultant's conviction as set forth therein is reversed on appeal,
          the Company shall pay Consultant or his estate, as applicable, any
          unpaid portion of the Consulting Fee in equal monthly installments
          over a period of one year after entry of the order reversing
          Consultant's conviction.

               (ii) TRANSACTION FEE. The Company agrees to pay Consultant (i) a
          transaction fee equal to 1.0% of any consideration received by the
          Company during the Consulting Period (inclusive of debt assumed) and
          for one year thereafter based upon any asset dispositions, mergers and
          acquisitions, joint ventures, investments, sales, or other strategic
          transactions (each, a "TRANSACTION") involving the Company or any of
          its Subsidiaries or affiliates originated by Consultant and which is
          approved by the Company's Board of Directors, which fee is payable
          immediately upon consummation of the Transaction (it also being
          understood that there shall be no reduction in the transaction fee for
          any amounts paid to the Blackstone Group, L.P. in connection with the
          Chapter 11 Case) and (ii) in lieu of the fee set forth in Section
          3(c)(ii)(i), the following transaction fees in respect of the
          following Transactions to the extent originated by Consultant if any
          such Transaction is approved by the Company's Board of Directors,
          payable immediately upon consummation of such Transaction: (a) 5% of
          the net present value (using an 8% discount rate) of any proceeds on a
          sale or disposition of the Company's lease of its headquarters at 410
          Park Avenue, New York, New York 10022 if such a transaction is
          consummated without a real estate brokerage commission being owed by
          the Company; (b) 3% on the sale of the Company's subsidiaries American
          Banknote Card Services, Inc. or American Banknote Merchant Services,
          Inc.; and (c) 5% of the proceeds on any sale of proofs, specimens, or
          other materials from the Company's archives. For purposes of this
          Section 3(c)(ii), Consultant shall be deemed to have originated any
          Transaction that is consummated by any person or entity who contacted,
          or was contacted by, Consultant for the purpose of inquiring into a
          possible Transaction and who was identified as such by Consultant in a
          writing delivered to the Company as of the date of the signing of this
          Agreement which writing has been approved by the Company, Consultant,
          and the Informal Noteholders' Committee, and thereafter was identified
          by Consultant in a writing delivered (by facsimile, mail, electronic
          mail, or by any other means) to the Chairman of the Board within two
          weeks after the time that such contact was made. Consultant shall be
          paid any and all transaction fees immediately when due hereunder
          notwithstanding termination of this Agreement for any reason
          including, without limitation, termination for Cause. If Consultant is
          terminated for Cause under Section 6(c)(iii) of this Agreement, and
          Consultant's conviction as set forth therein is reversed on appeal
          during the Term, Consultant's rights under this Section 3(c)(ii) shall
          be reinstated as of the date of such reversal through the end of the
          Term. In the event that the Board of Directors requests that
          Consultant participate in any Transaction that was not originated by
          Consultant, Consultant shall be entitled to a fee to be agreed upon
          among the Company and Consultant at the time that such request is
          made.

               (iii) OPTIONS. Upon and after the effective date of the
          Reorganization Plan, the Company shall grant to Consultant a number of
          options that will entitle Consultant to purchase up to 1.92% of the
          shares of new common stock in the Company as reorganized (the "NEW
          COMMON STOCK") on a fully-diluted basis as follows: (a) a number of
          options that will entitle Consultant to purchase 0.64% of New Common
          Stock on a fully-diluted basis (subject to reduction only as set forth
          in Section 3(c)(v)) at an exercise price of $2.50 per share shall be
          granted on the effective date of the Reorganization Plan; (b) a number
          of options that will entitle Consultant to purchase 0.64% of New
          Common Stock on a fully-diluted basis (subject to reduction only as
          set forth in Sections 3(c)(iv) and 3(c)(v)) at an exercise price of
          $2.50 per share shall be granted on the second anniversary of the
          effective date of the Reorganization Plan, and shall become
          exercisable by Consultant at any time after the New Common Stock
          trades at an average price of $5.00 over twenty (20) consecutive
          trading days; and (c) a number of options that will entitle Consultant
          to purchase 0.64% of New Common Stock on a fully diluted basis
          (subject to reduction only as set forth in Sections 3(c)(iv) and
          3(c)(v)) at an exercise price of $2.50 per share shall be granted on
          the third anniversary of the effective date of the Reorganization
          Plan, and shall become exercisable by Consultant at any time after the
          New Common Stock trades at an average price of $7.50 for twenty (20)
          consecutive trading days. The options shall expire on the tenth
          anniversary of the effective date of the Reorganization Plan. In the
          event that Consultant is terminated for Cause (i) prior to the
          effective date of the Reorganization Plan, Consultant shall not be
          granted any options hereunder, or (ii) prior to the second or the
          third anniversary of the effective date of the Reorganization Plan,
          any options that had not yet been granted hereunder shall be
          cancelled. Notwithstanding the foregoing, if Consultant is terminated
          for Cause under Section 6(c)(iii) of this Agreement, and Consultant's
          conviction is reversed on appeal, the Company shall (x) immediately
          grant Consultant or his estate, as applicable, any options to which
          Consultant would have been entitled to hereunder through the date of
          entry of the order reversing Consultant's conviction but for such
          termination for Cause and (y) shall grant Consultant or his estate, as
          applicable, any other options provided for hereunder on such date or
          dates as Consultant's right to such options accrues under this
          Agreement. Consultant and the Company shall enter into an option
          agreement reflecting the terms set forth herein which agreement shall
          be annexed to the Reorganization Plan or a supplement thereto.

               (iv) REDUCTION IN PERCENTAGE OF OPTIONS GRANTED IN THE EVENT OF
          ISSUANCE OF NEW COMMON STOCK SUBSEQUENT TO CONSUMMATION OF
          REORGANIZATION PLAN. If, subsequent to consummation of the
          Reorganization Plan but prior to the second or third anniversary of
          the effective date of the Reorganization Plan the Company issues New
          Common Stock to any person or entity other than New Common Stock
          issued pursuant to the Reorganization Plan, and if, but only if, such
          New Common Stock is issued to such person or entity in exchange for
          consideration that equals or exceeds the fair market value of the New
          Common Stock so issued, then the number of options that otherwise
          would have been granted Consultant under Sections 3(c)(iii) (b) and
          3(c)(iii)(c) of this Agreement had such New Common Stock not been
          issued shall each be reduced by a percentage equal to the number of
          shares of New Common Stock so issued divided by the number of shares
          of New Common Stock then outstanding after considering the issuance of
          the New Common Stock so issued.

               (v) REDUCTION IN PERCENTAGE OF OPTIONS IN THE EVENT NEW COMMON
          STOCK IS ISSUED TO THE UNITED STATES GOVERNMENT. The Reorganization
          Plan currently contemplates the issuance of 11,769,444 shares of New
          Common Stock and, based upon that number, it is also contemplated that
          the holders of the Company's 11 1/4% Senior Subordinated Notes due
          2007 (the "NOTEHOLDERS") shall receive 90% of the New Common Stock and
          that Consultant shall receive options hereunder entitling Consultant
          to purchase up to 1.92% of the New Common Stock on a fully diluted
          basis. In the event that the Reorganization Plan is revised to provide
          for the issuance of shares of New Common Stock to satisfy any claim or
          claims against the Company asserted or that may be asserted against
          the Company by the Securities and Exchange Commission or the United
          States Department of Justice in the Chapter 11 Case, and the issuance
          of such shares results in the Noteholders receiving, after considering
          the conversion of all securities into New Common Stock, less than 90%
          of the New Common Stock, then the options for the percentage of New
          Common Stock that would have otherwise been granted to Consultant
          hereunder shall be reduced by a percentage equal to the percentage
          reduction in the ownership of New Common Stock by the Noteholders from
          90%.

               (vi) ADJUSTMENT TO EXERCISE PRICE OF OPTIONS UNDER CERTAIN
          CIRCUMSTANCES. In the event that any assets of the Company or any of
          its direct or indirect subsidiaries are sold for cash and the cash
          proceeds of any such sale are distributed to the shareholders of the
          Company, then the exercise price of the options granted to Consultant
          on the second and the third anniversaries of the effective date of the
          Reorganization Plan shall be reduced by a percentage equal to the
          total cash proceeds of any such sale that are distributed to
          shareholders divided by the total fair market value of the outstanding
          issued capital stock of the Company on the day immediately preceding
          such sale.

          (d) BENEFITS. During the Consulting Period, Consultant shall
participate in all Company group insurance plans, and the Company shall take all
necessary steps to amend its group insurance contracts to provide to Consultant
and Consultants dependents with the same level of insurance benefits provided to
Consultant and his dependents pursuant to the Employment Agreement. To the
extent Consultant is ineligible for full coverage under the Company's group
insurance plans, the Company shall (i) reimburse Consultant for the reasonable
premiums of commercially available insurance plans that will provide Consultant
and his dependents with the same level of coverage provided to Consultant and
his dependents pursuant to the Employment Agreement and (ii) immediately
increase Consultant's consulting fee by an amount sufficient to cover any of
Consultant's increased tax liability attributable to such reimbursement. In the
event that this Agreement is terminated for Cause prior to the third anniversary
of the Effective Date, Consultant shall not be entitled to receive any portion
of the benefits hereunder that would have accrued subsequent to such termination
for Cause.

          (e) EXPENSES. The Company shall reimburse Consultant for reasonable
expenses attributable to Consultant's consulting services including office
space, secretarial services, and other reasonable and necessary documented
expenses relating to Consultant's consulting services. Any expenses in excess of
$50,000 in the aggregate per annum shall not be reimbursed unless such expenses
were approved prior to their incurrence by the office of the Chief Executive
Officer. At the Company's option, the Company may elect to provide Consultant
with office space and secretarial services in lieu of reimbursing Consultant for
such expenses. The Company shall also reimburse Consultant within 30 days of
receipt of invoices for all attorneys' fees incurred by Consultant in connection
with Consultant's negotiation and restructuring of Consultant's relationship
with the Company from that of an employee to a consultant, up to a maximum of
$85,000.

          (f) INDEMNIFICATION AND REIMBURSEMENT. The Company's obligation to
defend, indemnify, reimburse, or limit the liability of Consultant pursuant to
the Company's certificate of incorporation, by-laws, policy of providing
employee indemnification, applicable state law, or specific agreement in respect
of any claims, demands, suits, causes of action, or proceedings against
Consultant based upon any act or omission related to Consultant's services with,
for, or on behalf of the Company prior to the Effective Date of this Agreement,
shall survive ONLY to the extent that the foregoing obligations may be satisfied
from the proceeds of the Company's directors and officers liability insurance
coverage. The Company shall defend, indemnify, and reimburse Consultant in
respect of any claims, demands, suits, causes of action, or proceedings against
Consultant based upon any act or omission related to Consultant's services under
this Agreement except to the extent any such claims, demands, suits, causes of
action, or proceedings against Consultant arise out of Consultant's gross
negligence or willful misconduct.

          (g) SETTLEMENT OF CLAIM. Consultant holds a pre-petition general
unsecured claim in the Chapter 11 Case in the amount of $2,355,923 on account of
accrued vacation, pension contribution, medical expenses, insurance,
reimbursable expenses, accrued wages, and accrued bonuses (the "CLAIM").
Consultant is also indebted to the Company under three notes (the "NOTES") dated
August 1, 1997, April 30, 1998, and September 15, 1998 in the aggregate
principal amount of $1,620,000 plus accrued interest (the "LOAN"). Effective
immediately upon the occurrence of the Effective Date, Consultant hereby
withdraws the Claim with prejudice and releases the Company and ABNCo from any
and all liability in respect of the Claim. In full and complete settlement of
Consultant's Claim, and conditioned upon Consultant's continuing compliance with
his obligations under Section 5(a) of this Agreement, the Company shall forgive
the Loan as follows: on each of the first, second, third, fourth, fifth, and
sixth anniversaries of the Effective Date, the Company shall forgive $125,000
plus related accrued interest of the outstanding balance due under the Loan, and
on the seventh anniversary of the Effective Date, the Company shall forgive any
and all remaining amounts due under the Loan. Any breach by Consultant of
Section 5(a) of this Agreement shall have no effect on any portion of the Loan
forgiven by the Company prior to the date of such breach.

          (h) SERP PAYMENTS. As of the Effective Date, Consultant shall, for
purposes of the American Banknote Corporation Supplemental Executive Retirement
Plan, as amended (the "SERP"), have entered into "Retirement" (as defined under
the SERP). In accordance with the April 1, 1994 amendment to the predecessor
plan to the SERP (the United States Banknote Corporation Supplemental Executive
Retirement Plan, adopted April 1, 1994) and the Second Amendment to the SERP
adopted July 1, 1997, Consultant shall commence receiving monthly benefits upon
Retirement under the SERP, such benefits to be determined as if his age at
Retirement were fifty-nine (59). Consultant and the Company agree that
Consultant shall receive his benefit under the SERP so that only the actuarially
reduced joint and survivor form of benefit is available to Consultant under the
SERP. Notwithstanding any provision of the Agreement to the contrary, the
Company's obligation to make the payments hereunder shall survive expiration of
the Term and termination of the Agreement for any reason whatsoever, including
but specifically not limited to termination for Cause.

          (i) LIFE INSURANCE. Immediately following the Effective Date, the
Company agrees to assign the $10,000,000 split dollar life insurance policy
number 930850478E3 on Consultant's life provided through Metropolitan Life
Insurance Company to Consultant in full force and effect, subject to all policy
loans in return for a non-recourse note issued by Consultant and payable to the
Company, bearing interest at 8% in an amount equal to the cash surrender value
at the time of assignment, such loan to be secured by policy proceeds. The
Company shall have no further obligation under the split dollar life insurance
policy. The Company also agrees to assign the current life insurance policies in
the aggregate face amount of $3,780,000 on Consultant's life provided through
Metropolitan Life Insurance Company (policy number 940550279E3) and MBL Life
Assurance Company (policy number AL505231) to Consultant on terms similar to
those under which the split dollar life insurance policy is assigned. The
Company shall also reimburse Consultant, for the term of this Agreement, for the
cost of a term life insurance policy of $3,000,000 on Consultant's life, having
a level premium term of ten years; PROVIDED, HOWEVER, that such annual
reimbursement shall not exceed $100,000.

          4. RELEASES.

          (a) RELEASE BY CONSULTANT. As a material inducement for the Company
and ABNCo to enter into this Agreement, and subject to the occurrence of the
Effective Date, Consultant knowingly and voluntarily releases and forever
discharges the Company, ABNCo, and the Subsidiaries, together with all of their
past and present directors, managers, officers, shareholders, employees, agents,
attorneys, servants, successors, and assigns (collectively, the "ABN RELEASEES")
from any and all claims, charges, complaints, liens, demands, causes of action,
obligations, damages, and liabilities, known or unknown, that he had, now has,
or may hereafter claim to have against the ABN Releasees by reason of any
matter, cause, or thing whatsoever arising before the time this Agreement is
executed by Consultant, whether against the ABN Releasees in their individual or
corporate capacities, and whether or not previously asserted before any state or
federal court or before any state or federal agency or governmental entity (the
"ABN RELEASES"). The ABN Releases include, without limitation, any rights or
claims relating in any way to the Employment Agreement, Consultant's employment
relationship with the Company, ABNCo, and the Subsidiaries, or the termination
thereof, under any statute, including, without limitation, the federal Age
Discrimination in Employment Act ("ADEA"), Title VII of the Civil Rights Act,
and the New York State and City Human Rights laws, each as amended, or any other
federal, state or local law. Nothing herein shall constitute a release by
Consultant of any claims, charges, complaints, liens, demands, causes of action,
obligations, damages, and liabilities arising from this Agreement.

          (b) NO ACTION. Consultant represents that he has not commenced or
joined in any claim, charge or action against any of the ABN Releasees, arising
out of or relating in any way to the Employment Agreement, Consultant's
employment with the Company, ABNCo, or the Subsidiaries, or the termination
thereof. Consultant further agrees that he will not seek personal recovery
against any of the ABN Releasees for any matters set forth in Section 4(a).

          (c) CONSULTATION WITH ATTORNEY; VOLUNTARY AGREEMENT. Consultant
represents that the Company has advised him to consult with an attorney of his
choosing prior to signing this Agreement. Consultant further represents that he
understands and agrees that he has the right and has been given the opportunity
to review this Agreement and, specifically, the ABN Releases, with an attorney
of Consultant's choice. Consultant further represents that he understands and
agrees that the Company is under no obligation to offer the consulting
relationship provided for in Section 3 above, that Consultant is under no
obligation to consent to the ABN Releases, and that Consultant has entered into
this Agreement freely and voluntarily. For the purposes of Consultant's
potential claims under the ADEA only, if any, Consultant shall have twenty-one
(21) days to consider his waiver of his rights under the ADEA, although he may
agree to waive such ADEA rights sooner if he chooses. Once Consultant has agreed
to his waiver of his ADEA rights, Consultant shall have seven additional days
from the date of such agreement to revoke his consent to the waiver of such ADEA
rights. Any such revocation shall be made in writing pursuant to Section 14
hereof. If no such revocation occurs, Consultant's waiver of his ADEA rights
shall become effective seven (7) days from the date of such agreement or on the
Effective Date, whichever occurs later.

          (d) RELEASE BY THE COMPANY AND ABNCO. As a material inducement for
Consultant to enter into this Agreement, and subject to the occurrence of the
Effective Date, the Company and ABNCo knowingly and voluntarily release and
forever discharge Consultant, together with all of Consultant's agents,
attorneys, servants, successors, and assigns (collectively, "CONSULTANT
RELEASEES") from any and all claims, charges, complaints, liens, demands, causes
of action, obligations, damages, and liabilities, known or unknown, that they
had, now have, or may hereafter claim to have against the Consultant Releasees
by reason of any matter, cause, or thing whatsoever arising before the time this
Agreement is executed by Company and ABNCo, whether against the Consultant
Releasees in their individual or corporate capacities, and whether or not
previously asserted before any state or federal court or before any state or
federal agency or governmental entity (the "CONSULTANT RELEASE"). The Consultant
Release includes, without limitation, any rights or claims relating in any way
to the Employment Agreement, Consultant's employment relationship with the
Company, ABNCo, and the Subsidiaries, or the termination thereof, under any
statute or any federal, state or local law. Nothing herein shall constitute a
release by the Company or ABNCo of any claims, charges, complaints, liens,
demands, causes of action, obligations, damages, and liabilities arising from
this Agreement.

          5. NON-COMPETITION AND CONFIDENTIALITY.

          (a) During the period commencing on the Effective Date and ending
eighty-four (84) months thereafter, Consultant shall not directly or indirectly
own, manage, operate, or control any entity which competes with the following
major business lines of the Company or any of its direct or indirect
subsidiaries in the geographic territories set opposite such business lines:

               (i) the printing and document management of high security
          documents of value such as banknotes, passports, stock and bond
          certificates, travelers checks, food stamps, birth certificates,
          revenue stamps, and gift certificates in the countries of the United
          States, Brazil, Australia, and New Zealand;

               (ii) printing, personalization, and document management of bank
          and personal checks in the countries of Brazil, France, Australia, and
          New Zealand;

               (iii) manufacture and personalization of secure plastic cards and
          smart cards and systems in the countries of Argentina, Brazil,
          Australia, New Zealand, and France (as to personalization only);

               (iv) manufacture and personalization of prepaid telephone and
          non-secure cards in Brazil, Argentina, Australia, New Zealand, and
          France (as to personalization only); and

               (v) design and manufacture of drivers' license and identification
          schemes and systems in Brazil, Argentina, Australia, and New Zealand;

PROVIDED, HOWEVER, that it shall not be a violation of this Agreement for
Consultant to have a beneficial ownership of less than 3% of the outstanding
amount of any class of securities listed on a national securities exchange or
quoted on an inter-dealer quotation system; AND PROVIDED FURTHER that if the
Company sells a direct or indirect subsidiary or a major business line and
thereafter the Company or the direct or indirect subsidiary is free to compete
in such business line, then Consultant's agreement not to compete with respect
to such business line shall be deemed terminated, except if the Company or the
direct or indirect subsidiary agrees not to compete in connection with such
sale, then Consultant shall likewise be bound by such agreement not to compete
but not beyond the non-compete period as set forth in such agreement.

          (b) During the period commencing on the Effective Date and ending
eighty-four (84) months thereafter, Consultant shall not directly or indirectly:

               (i) solicit, in competition with the Company or any of its direct
          or indirect subsidiaries, any person who is a customer of any business
          conducted by the Company or any of its direct or indirect subsidiaries
          as described in Section 5(a);

               (ii) induce or attempt to induce any employee of the Company or
          any of its direct or indirect subsidiaries to terminate his or her
          employment for any purpose, including without limitation, in order to
          enter into employment with any entity that competes with any business
          conducted by the Company or any of its direct or indirect subsidiaries
          as described in Section 5(a).

          (c) During the Term of this Agreement and at all times thereafter,
Consultant shall not directly or indirectly furnish or make accessible to any
person or entity, whether or not such person or entity competes with the
business of the Company or any of its direct or indirect subsidiaries, any trade
secret, technical data, or know-how acquired by Consultant during the term of
the Employment Agreement and the term of this Agreement which relates to the
business practices, methods, processes, equipment, or other confidential or
secret aspects of the business of the Company or any of its direct or indirect
subsidiaries without prior written consent from the Company, unless such
information shall have become public knowledge other than by being divulged or
made accessible by Consultant or unless such information is required to be
disclosed pursuant to law or legal process.

          (d) Consultant acknowledges that the consulting services to be
rendered by him to the Company are of a special and unique character, which
gives this Agreement a peculiar value to the Company, the loss of which may not
be reasonably or adequately compensated for by damages in an action at law, and
that a material breach or threatened breach by him of any of the provisions
contained in this Section 5 will cause the Company irreparable injury.
Consultant therefore agrees that the Company shall be entitled, in addition to
any other right or remedy, to a temporary, preliminary and permanent injunction,
without the necessity of proving the inadequacy of monetary damages or the
posting of any bond or security, enjoining or restraining Consultant from any
such violation or threatened violations.

          6. TERMINATION.

          (a) Notwithstanding any provision of this Agreement to the contrary,
the Consulting Period hereunder shall terminate on the first to occur of the
following dates:

               (i) unless otherwise waived by Consultant, the date of the
          occurrence of an Employment Agreement Revival Event;

               (ii) the date on which the Company shall give Consultant notice
          of termination for Cause; or

               (iii) expiration of the Term.

          (b) The Company shall be entitled at any time, upon notice to
Consultant, to terminate his engagement hereunder for Cause.

          (c) For purposes of this Agreement, there shall be "Cause" for
termination of this Agreement upon a good faith determination by the Board of
Directors of the Company that:

               (i) Consultant has willfully and materially breached this
          Agreement;

               (ii) Consultant has committed an act of willful and material
          embezzlement or fraud against the Company or any of its direct or
          indirect subsidiaries; or

               (iii) Consultant has plead guilty to or been convicted of a
          felony or crime which has or is reasonably likely to have a material
          adverse effect on the Company or its business or will prevent
          Consultant from performing his services hereunder for a sustained
          period of time.

          7. CONSULTANT'S INDEPENDENCE AND DISCRETION.

          (a) Nothing herein contained shall be construed to constitute the
parties hereto as partners or as joint venturers, or either as agent of the
other, or as employer and employee. By virtue of the relationship described
herein Consultant's relationship to the Company during the term of this
Agreement shall only be that of an independent contractor and the Consultant
shall perform all services pursuant to this Agreement as an independent
contractor. The Consultant shall not provide any services under the Company's
business name and shall not present itself as an employee of the Company.

          (b) Subject only to such specific limitations as are contained in this
Agreement, the manner, means, details, or methods by which the Consultant
performs his obligations under this Agreement shall be solely within the
discretion of the Consultant. The Company shall not have the authority to, nor
shall it, supervise, direct or control the manner, means, details, or methods
utilized by the Consultant to perform his obligations under this Agreement, and
nothing in this Agreement shall be construed to grant the Company any such
authority.

          8. EXTENSION OF LOAN. Upon the occurrence of the Effective Date, the
maturity of the Loan shall be extended to a term of eight (8) years from the
Effective Date with an interest rate fixed as of the Effective Date at the
Applicable Federal Rate for mid-term loans as defined in the Internal Revenue
Code.

          9. DISPUTE RESOLUTION. Any dispute, controversy, or claim arising
between the parties relating to this Agreement, or otherwise relating in any way
to Consultant's employment with the Company (whether such dispute arises under
any federal, state, or local statute or regulation, or at common law), shall be
resolved by final and binding arbitration before a single arbitrator. The
arbitrator shall be selected in accordance with the Employment Dispute
Resolution Rules of the American Arbitration Association in effect at the time
the dispute arises. In such arbitration proceedings, the arbitrator shall have
the discretion, to be exercised in accordance with applicable law, to allocate
among the parties the arbitrator's fees, tribunal and other administrative and
litigation costs and, to the prevailing party, attorneys' fees. The award of the
arbitrator may be confirmed before and entered as a judgment of any court having
jurisdiction of the parties. This arbitration provision shall not apply with
respect to any application by the Company for injunctive relief under Section
5(c) of this Agreement.

          10. GOVERNING LAW. This Agreement and all rights, duties and remedies
hereunder shall be governed by and construed and enforced in accordance with the
laws of the State of New York, without reference to its choice of law rules. The
parties hereby consent to submit to the exclusive jurisdiction of the courts of
the State of New York and of the United States of America located in the
Southern District of New York for any actions, suits, or proceedings arising out
of or relating to this Agreement.

          11. ENTIRE AGREEMENT. This Agreement sets forth the entire agreement
and understanding of the parties and supersedes all prior agreements,
arrangements, and understandings, written or oral, between the parties.

          12. SUCCESSORS; BINDING AGREEMENT.

          (a) This Agreement shall be binding upon and inure to the benefit of
the Company and any successor of the Company, including, without limitation, the
reorganized Company, any corporation or corporations acquiring directly or
indirectly all or a substantial portion of the stock, business, or assets of the
Company, whether by merger, restructuring, reorganization, consolidation,
division, sale, or otherwise.

          (b) This Agreement and all rights of Consultant hereunder shall inure
to the benefit of and be enforceable by Consultant's personal or legal
representatives, executors, administrators, successors, heirs, distributees,
devisees, and legatees.

          13. JOINT AND SEVERAL LIABILITY. The Company and ABNCo shall be
jointly and severally liable to Consultant for payment of any and all
compensation or financial obligations, and for providing any benefits, that the
Company is or may become obligated to pay or make available to Consultant
pursuant to this Agreement.

          14. SEVERABILITY. In the event that any one or more of the provisions
of this Agreement shall be held to be invalid, illegal, or unenforceable, the
validity, legality, and enforceability of the remainder of the Agreement shall
not in any way be affected or impaired thereby. Moreover, if any one or more of
the provisions contained in this Agreement shall be held to be excessively broad
as to duration, geographic scope, activity or subject, such provisions shall be
construed by limiting and reducing them so as to be enforceable to the maximum
extent allowed by applicable law.

          15. NOTICE. For the purposes of this Agreement, notices, demands, and
all other communications provided for hereunder shall be in writing and shall be
deemed to have been duly given when hand delivered or (unless otherwise
specified) when mailed by United States certified mail, return receipt
requested, postage prepaid, addressed as follows:

          16.

          To Consultant at:

          Morris Weissman
          122 Kings Road
          Palm Beach, Florida 33480

          with a copy to:

          Weil, Gotshal & Manges LLP
          767 Fifth Avenue
          New York, New York 10153
          Att'n: Jeffrey S. Klein, Esq.

          To the Company at:

          410 Park Avenue
          New York, New York 10022
          Att'n:Chairman of the Board

or to such other address as any party may have furnished to the others in
writing in accordance herewith, except that notices of change of address shall
be effective only upon receipt.

          17. MODIFICATIONS AND WAIVERS. No provision of this Agreement may be
modified or discharged unless such modification or discharge is authorized and
agreed to in writing, signed by the Company and Consultant. No waiver by either
party of any breach by the other party of any condition or provision of this
Agreement to be performed by such other party shall be deemed a waiver of any
other provision or condition at the time or at any prior or subsequent time.

          18. SURVIVORSHIP. Notwithstanding the expiration or termination of
this Agreement for any reason, the rights and obligations of the parties set
forth in Sections 3(c)(ii), 3(f), 3(g), 3(h), and 5 shall survive any expiration
or termination of this Agreement, and shall remain in full force and effect.
Notwithstanding the expiration or termination of this Agreement for any reason
other than the occurrence of an Employment Agreement Revival Event, the rights
and obligations of the parties set forth in Section 4 shall survive any
expiration or termination of this Agreement, and shall remain in full force and
effect.

          19. COUNTERPARTS. This Agreement may be executed in two or more
counterparts and in facsimile, each of which shall be deemed an original but all
of which together shall constitute one and the same instrument.

          20. HEADINGS. All descriptive headings in this Agreement are inserted
for convenience only and shall be disregarded in construing or applying any
provision of this Agreement.



<PAGE>


          IN WITNESS WHEREOF, the Company, ABNCo, and Consultant have executed
this Agreement as of the date and year set forth below.

                          AMERICAN BANKNOTE CORPORATION

                          By: /s/ Patrick J. Gentile
                             --------------------------
                              Name: Patrick J. Gentile
                              Title: Senior Vice President-Finance

                          AMERICAN BANK NOTE COMPANY

                          By: /s/ Patrick J. Gentile
                             --------------------------
                             Name: Patrick J. Gentile
                             Title: Senior Vice President - Finance

                             /s/ Morris Weissman
                             ---------------------------
                             MORRIS WEISSMAN
Date:    March 13, 2000

<PAGE>

                                   EXHIBIT C

                                       TO

                             REORGANIZATION PLAN OF
                         AMERICAN BANKNOTE CORPORATION

                           RIGHTS OFFERING PROCEDURES
<PAGE>


                          AMERICAN BANKNOTE CORPORATION
                           RIGHTS OFFERING PROCEDURES

          CAPITALIZED TERMS USED HEREIN AND NOT OTHERWISE DEFINED SHALL HAVE THE
MEANINGS ASCRIBED TO THEM IN THE DISCLOSURE STATEMENT AND SUMMARY OF PLAN
DISTRIBUTIONS FOR HOLDERS OF EQUITY INTERESTS AND HOLDERS OF SECURITIES CLAIMS
WITH RESPECT TO SECOND AMENDED REORGANIZATION PLAN OF AMERICAN BANKNOTE
CORPORATION.

          In accordance with the procedures set forth herein (the "Procedures"),
the Rights Offering will permit each holder of (a) a Class 9 (Preferred Stock)
Interest (each, an "Eligible Class 9 Holder") whose Interest is Allowed for
purposes of voting on the Plan (an "Allowed Class 9 Rights Interest") as of
September 12, 2000 (the "Voting Record Date") to elect to subscribe up to an
amount equal to its Pro Rata Share (as defined below) of all Rights (subject to
the Exercise Limitation, as defined below) and (b) a Class 10 (Common Stock)
Interest (each, an "Eligible Class 10 Holder," and together with each Eligible
Class 9 Holder, an "Eligible Holder") whose Interest is Allowed for purposes of
voting on the Plan (an "Allowed Class 10 Rights Interest," and together with the
Allowed Class 9 Rights Interest, an "Allowed Rights Interest") as of the Voting
Record Date to elect to subscribe up to an amount equal to its Pro Rata Share
(as defined below) of all Rights (subject to the Exercise Limitation, as defined
below). The Rights, which will not be evidenced by certificates, shall consist
of the right to purchase up to 10% of the issued and outstanding shares of New
Common Stock (as of the Distribution Date) on a fully diluted basis. Each Right
shall represent the right to purchase one share of New Common Stock for a
purchase price equal to $8.00 per share of New Common Stock (the "Rights
Exercise Price"). As used herein, "Pro Rata Share" means a fraction, the
numerator of which is the total number of Preferred Stock and Common Stock
shares held by an Eligible Holder, and the denominator of which is all shares of
Common Stock and Preferred Stock outstanding on the last day of the Voting
Record Date.

          Any Rights not subscribed to in connection with the Rights Offering
shall be cancelled and of no further force and effect.

          (i)  PROCEDURES FOR EXERCISE OF RIGHTS BY HOLDERS OF ALLOWED RIGHTS
               INTERESTS

          Concurrently with the solicitation of acceptances to the Plan, the
Debtor will distribute to each holder of an Allowed Rights Interest as of the
Voting Record Date a form of Exercise Notice (the "Exercise Notice"), together
with certain accompanying instructions (the "Exercise Instructions"), which
Exercise Notice shall contain a section enabling each such holder to indicate
how many Rights it is willing to purchase (the "Requested Rights") and stating
the amount of the Rights Exercise Price; provided, however, that no Eligible
Holder may (x) purchase or exercise Rights in excess of its Pro Rata Share or
(y) acquire Rights by way of transfer such that after giving effect to the
exercise of all Rights properly subscribed to such Eligible Holder, whether
acquired by transfer or pursuant to distribution under the Plan, such Eligible
Holder would hold greater than 5% of the New Common Stock issued and outstanding
as of the Distribution Date, including shares available to be purchased upon
exercise of the warrants allocable to Class 9, Class 10, Class 11(a), Class
11(b), the Consulting Options, and the Equity Options (the "Exercise
Limitation").1

--------
1        The foregoing Exercise Limitation shall also apply such that no Person
         may acquire Rights by way of transfer such that after giving effect to
         the exercise of all Rights properly subscribed to such Person, whether
         acquired by transfer or pursuant to distribution under the Plan, such
         Person would hold greater than 5% of the New Common Stock.

          For an exercise of Rights to be valid and effective, the Eligible
Holder or its transferee must deliver to Equiserve Trust Co. (the "Rights
Agent") at the address set forth in the Exercise Instructions (i) a properly
completed and duly executed Exercise Notice (including the Eligible Holder's or
its transferee's tax identification number) and (ii) a certified check delivered
to the Rights Agent's address specified in the Exercise Notice in an amount
equal to (x) 10% MULTIPLIED BY (y) the Rights Exercise Price MULTIPLIED BY the
number of the Requested Rights (the "Deposit"). The Deposit shall be held in an
interest bearing escrow account pending completion of the Rights Offering.

          The Exercise Notice and certified check must be received at the
specified address or account by no later than 5:00 p.m. (New York City time) on
October 23, 2000 (the "Voting Deadline") for an exercise of Rights to be valid
and effective, subject to the Claw Back Period described herein. After the
receipt of the Exercise Notices at the designated address, the Debtor and/or the
Rights Agent shall determine, in accordance with these Rights Offering
Procedures, which Persons are entitled to participate in the Rights Offering,
and how many Rights each such Person is entitled to receive. Electing Holders
may, in writing, notify ABN of their decision to "claw back" all or a portion of
their Subscribed Rights. The period for which such "claw back" can be made will
end on a day that is five days after the Consummation Date (the "Claw Back
Period"). Upon receipt of such written notice by the Debtor, the Debtor will
return to such previously Electing Holder, as soon as is practicable, the
Deposit, plus accrued interest thereon, less reasonable costs incurred by the
Debtor to process such "claw back."

          Promptly following the Voting Deadline, the Rights Agent shall provide
to each Eligible Holder or its transferee (i) whose Exercise Notice was properly
completed, duly executed and timely received, (ii) who delivered the Deposit,
and (iii) who has otherwise complied with these Procedures (each, an "Electing
Holder"), a written notice of the acceptance of its Exercise Notice and the date
on which the Balance is required to be received by the Rights Agent from such
Electing Holder or its transferee (such notice, a "Notice of Acceptance"). The
Notice of Acceptance shall specify the number of Rights that were validly and
effectively exercised by such Electing Holder or its transferee, the number of
shares of New Common Stock that will be purchased upon such exercise of such
Rights, and the Balance to be paid by the Electing Holder or its transferee. The
number of Rights validly and effectively exercised by all Electing Holders or
their transferees is referred to herein as the "Subscribed Rights."

          The payment to be made by each Electing Holder or its transferee for
its share of the Subscribed Rights shall be in an amount equal to the product of
the Rights Exercise Price and the number of Subscribed Rights indicated in the
Notice of Acceptance for such Electing Holder or its transferee (the "Purchase
Price") less the sum of (x) the amount of such Electing Holder's or their
transferee's Deposit plus (y) any interest actually earned on such Deposit (the
"Balance"), and shall be due on the date specified in the Notice of Acceptance
(such date, the "Payment Date"). Payment of the Balance shall be made by
certified check delivered to the Rights Agent's address specified in the Notice
of Acceptance so as to be received by the Rights Agent no later than 5:00 p.m.
(New York City time) on the Payment Date. The Purchase Price shall be held in an
interest bearing escrow account by the Rights Agent until the Distribution Date.
On the Distribution Date, all monies shall be released to the Reorganized Debtor
from such escrow. Additionally, on or as soon thereafter as is practical in
accordance with the distribution provisions contained in the Plan, each Electing
Holder or its transferee shall receive that number of shares of New Common Stock
purchased by it pursuant to these Procedures in connection with the Rights
Offering.

          In the event that any Electing Holder or its transferee who is
required to deliver the Balance of the Purchase Price to the Rights Agent shall
fail to deliver the Balance of its Purchase Price to the Rights Agent on or
before the Payment Date, such Electing Holder or its transferee shall be deemed
to have waived its right to participate in the Rights Offering and the Debtor's
acceptance of its Exercise Notice shall be automatically rescinded and of no
further force and effect without the need for any further notice, and such
Electing Holder's or its transferee's Deposit shall be irrevocably retained by
Reorganized Debtor. In the event the Bankruptcy Court does not confirm the Plan
or the Consummation Date does not occur, the Rights Offering described herein
shall be automatically rescinded without notice and shall be no further force
and effect, and any monies received by the Debtor in connection with the Rights
Offering, and any interest actually earned thereon, shall promptly be returned
to the respective Electing Holders or their transferees. There will be no
further adjustments to the amounts provided in the Notice of Acceptance.

          All determinations as to the proper completion, due execution,
timeliness, eligibility, compliance with these Procedures, and other matters
affecting the validity or effectiveness of any attempted exercise of any Rights
shall be made by the Debtor or its agents, whose determination shall be final
and binding. If any Exercise Notice is signed by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation, or other
person acting in a fiduciary or representative capacity, such person should so
indicate when executing the Exercise Notice and, unless waived by the Debtor,
proper evidence satisfactory to the Debtor and/or the Rights Agent of such
person's authority to so act must be submitted. The Debtor in its reasonable
discretion may waive or reject the attempted exercise of any Rights subject to
any such defect or irregularity. Deliveries required to be received by the
Debtor or the Rights Agent in connection with an attempted exercise of Rights
will not be deemed to have been so received or accepted until actual receipt
thereof has occurred at the address set forth in the Exercise Notice and any
defects or irregularities shall have been waived or cured within such time as
the Debtor may determine in its reasonable discretion. Neither the Debtor,
Reorganized Debtor, nor any other Person will have any obligation to give notice
to any Electing Holder of any defect or irregularity in connection with any
attempted exercise thereof or incur any liability as a result of any failure to
give any such notice.

          (ii) NUMBER OF RIGHTS

          The Rights shall consist of the right to purchase up to ten (10%) of
the shares of New Common Stock on a fully diluted basis. Upon exercise, no
Person shall be allowed to hold New Common Stock in excess of the Exercise
Limitation.

          (iii) PROCEDURES FOR TRANSFER OF RIGHTS

          The Rights can be transferred only upon receipt by the Debtor of a
certificate duly executed by the transferee stating that the transferee is a
"qualified institutional buyer" as such term is defined in Rule 144A of the
Securities Act. The assignment procedures set forth in the Exercise Instructions
shall confirm that transfer of Rights to any other type of transferee shall be
void.

          The Subscribed Rights will be registered on the books of the Debtor
maintained at its principal office (the "Rights Register"). The Debtor will be
entitled to treat the registered holder of any Subscribed Right as the owner in
fact thereof for all purposes and will not be bound to recognize any equitable
or other claim to or interest in such Subscribed Right on the part of any other
Person, in each case, unless and until evidence satisfactory to the Debtor
and/or Rights Agent, in their sole discretion is received by the Rights Agent
indicating that such Subscribed Rights have been transferred in accordance with
the assignment procedures set forth in the Exercise Instructions.



<PAGE>

                                   EXHIBIT D

                                       TO

                             REORGANIZATION PLAN OF
                         AMERICAN BANKNOTE CORPORATION

           MEMORANDUM OF UNDERSTANDING AMONG ABN, ABNH, AND PARTIES TO
                         ABN AND ABNH SECURITIES ACTIONS

<PAGE>


                           MEMORANDUM OF UNDERSTANDING


     Plaintiffs in (i) the consolidated action entitled IN RE AMERICAN BANK NOTE
     HOLOGRAPHICS, INC. SECURITIES LITIGATION, 99 Civ. 04212 (CM), pending in
     the United States District Court for the Southern District of New York, and
     (ii) the consolidated action entitled IN RE AMERICAN BANKNOTE CORPORATION
     SECURITIES LITIGATION, 99 Civ. 0661 (CM), pending in the United States
     District Court for the Southern District of New York (collectively, the
     "Actions"), on behalf of themselves and the classes of plaintiffs in each
     Action, have reached an agreement providing for (i) the settlement of the
     Actions against, and the release of, defendants American Bank Note
     Holographics, Inc. ("Holographics"), American Banknote Corporation ("ABN"),
     Morris Weissman, Joshua C. Cantor, Richard P. Macchiarulo, NationsBanc
     Montgomery Securities LLC, Lazard Freres & Co. LLC, Raymond James &
     Associates, Inc., Salomon Smith Barney Holdings, Inc., John T. Gorman and
     Patrick J. Gentile (collectively, the "Released Defendants"), and (ii) the
     release of all persons, other than the Released Defendants, who were
     directors and/or officers of (a) Holographics at any time during the period
     from and including July 15, 1998 through and including February 1, 1999, or
     (b) ABN at any time during the period from and including May 2, 1996
     through and including January 25, 1999 (collectively the "Released
     Directors and Officers") on the terms and subject to the conditions set
     forth below, which shall be incorporated in a Stipulation of Settlement
     (the "Settlements") to be executed by the parties to this Memorandum of
     Understanding ("MOU" or the "Agreement"). Nothing in this Memorandum of
     Understanding shall be deemed to release Deloitte & Touche, LLP
     ("Deloitte"), a defendant in IN RE AMERICAN BANK NOTE HOLOGRAPHICS, INC.
     SECURITIES LITIGATION, 99 Civ, 0412 (CM), from any claims or liability in
     such litigation.

          1. In exchange for a complete release of the Released Defendants and
     the Released Directors and Officers (collectively, the "Released Parties")
     by plaintiffs in each of the Actions, as specifically described in
     Paragraph 7(vi) below, and other consideration in favor of the Released
     Parties, (i) National Union Fire Insurance Company of Pittsburgh, Pa.
     ("National Union"), on behalf of the Released Parties, shall deposit the
     aggregate cash sum of $12.5 million into an escrow account as hereinafter
     described (the "Settlement Fund"), and (ii) Holographics and ABN shall each
     deliver to Plaintiffs' Co-Lead Counsel the securities described in Exhibit
     A hereto (the "Settlement Securities").

          2. (a)   The Settlement Fund shall be paid into an interest bearing
     escrow account maintained by two or more Plaintiffs' Co-Lead Counsel no
     later than two weeks after execution of this MOU. The interest accruing in
     such account shall become part of the Settlement Fund. In the event that
     the Settlement Fund is not paid by the date noted above in this
     subparagraph, interest in plaintiffs' favor shall accrue at a simple rate
     of 7 1/2% per annum as of that date and shall be paid by National Union
     with the Settlement Fund when funded.

             (b)   As soon as practicable after final Court approval of the
     Settlement, Holographics shall deliver its portion of the Settlement
     Securities to Plaintiffs' Co-Lead Counsel in the Holographics action.

             (c)   As soon as practicable after the later of (i) final Court
     approval of the Settlement, and (ii) final approval of the ABN Plan of
     Reorganization by the bankruptcy court, ABN shall deliver its portion of
     the Settlement Securities to Plaintiffs' Co-Lead Counsel.

          3. All costs of class notice and administration of the Settlement
     shall be paid out of the Settlement Fund.

          4. Following final Court approval of the Settlement, the Settlement
     Securities and the Settlement Fund (after deduction of notice and
     settlement administration costs, plaintiffs' attorneys fees and expenses
     approved by the Court and any taxes and related expenses) will be
     distributed pursuant to a plan of distribution and allocation to be defined
     in the Stipulation of Settlement and approved by the Court at the
     Settlement Hearing to (i) the class consisting of all persons and entities
     who purchased the common stock of Holographics during the period from and
     including July 15, 1998 through and including February 1, 1999 (the
     "Holographics Class Period"), and (ii) the class consisting of all persons
     and entities who purchased the common stock of ABN during the period from
     and including May 2, 1996 through and including January 25, 1999 (the "ABN
     Class Period"). Excluded from each Class are the Released Parties, members
     of the immediate family of each of the Released Parties, any entity with
     which any Released Party is affiliated (as that term in defined in Rule
     12b-2 promulgated by the Securities and Exchange Commission pursuant to the
     Securities Exchange Act of 1934, as amended) and the legal representatives,
     heirs, successors, predecessors in interest or assigns of any Released
     Party.

          5. (a)    In the event the Settlement is not finally approved by the
     District and Bankruptcy Courts, (i) the Settlement Fund, less the notice
     costs and settlement administrative costs expended or incurred to such
     date, shall be released from the escrow account and returned to National
     Union.

          6. Upon the execution of this Memorandum of Understanding each of the
     Released Defendants agrees to cooperate with Plaintiffs' Co-Lead Counsel in
     the following manner:

             (a)   Each of Holographics, ABN, Nationsbanc Montgomery Securites
     LLC, Lazard Freres & Co. LLC, Raymond James & Associates, Inc. and Salomon
     Smith Barney Holdings, Inc. (the "Settling Corporate Defendants") shall
     cooperate by the giving of information orally, whether in the form of
     deposition or informal interview, to be confirmed by sworn affidavit if
     requested, and through the production of documents relevant to plaintiffs'
     claims as confirmatory discovery in these settled actions and in connection
     with the continuing action against Deloitte in IN RE AMERICAN BANK NOTE
     HOLOGRAPHICS, INC. SECURITIES LITIGATION, 99 Civ. 0423 (CM). It is an
     express condition of the Settling Corporate Defendants do not assert any
     privileges barring and specifically assent to and will facilitate
     Plaintiffs' Co-Lead Counsel's meeting with Special Counsel to the Audit
     Committee of Holographics, Kramer, Levin, Naftalis & Frankel ("Kramer
     Levin"), and receiving document and testimony (or interviews) from Kramer
     Levin concerning the facts underlying the Actions, including but not
     limited to any facts underlying any claims against Deloitte;

             (b)   each of the following settling defendants, including Morrie
     Weissman, Joshua C. Cantor, Richard P. Macchiarulo, John T. Gorman and
     Patrick J. Gentile (the "Settling Individual Defendants"), as an express
     condition of this settlement, shall cooperate by the giving of information
     through the production of non-privileged documents relevant to plaintiffs'
     claims in the Actions, including but not limited to any claims against
     Deloitte. The Settlement shall in no way impair plaintiffs' rights under
     the Federal Rule of Civil Procedure or applicable case law to seek
     discovery of the Individual Defendants.

          7. The following are express conditions precedent to the effectiveness
     of the Settlement: (i) certification of a settlement class in each Action
     coextensive with the classes asserted in the respective Consolidated
     Complaints in these Actions, to which the parties stipulate, subject to
     Court approval; (ii) the taking of certain confirmatory discovery by
     plaintiffs of the Released Defendants and third parties; (iii) the Released
     Defendants' cooperation against Deloitte; (iv) final approval by the
     District and Bankruptcy Courts; (v) Holographics shall also enter into a
     side letter agreement (to be filed with the Court under seal) providing
     that Holographics may terminate the Settlement in the event that a certain
     percentage of the total shares outstanding of Holographics common stock (in
     an amount to be mutually agreed upon by the parties) opt out of the
     Holographics class; (vi) a release of all claims, known and unknown,
     whether direct or derivative, that plaintiffs in each Action and members of
     the class in each Action have and may have against any of the Released
     Parties and any insurer of any Released Party by reason of or in any way
     related to the purchase, acquisition, ownership, holding or sale of (a)
     common stock of Holographics during Holographics Class Period, or (b) the
     common stock of ABN during the ABN Class Period, or in any way connected
     with (1) any acts or omissions or failure to act during the Holographics
     Class Period or the ABN Class Period which are or could have been alleged
     or referred to in either of the Actions, or (2) the adequacy of disclosure
     or the filing of or failure to file with the Securities and Exchange
     Commission or any other governmental agency at any time during the
     Holographics Class Period or the ABN Class Period, or the adequacy of
     disclosure or the dissemination of or failure to disseminate at any time
     during the Holographics Class Period or the ABN Class Period, any reports,
     representations, announcements or other statements, or any other act or
     omission or failure to act occurring during the Holographics Class Period
     or the ABN Class Period, concerning, in each case, any common stock of
     Holographics or ABN or the business operations, transactions, financial
     operations or condition or operational or financial prospects of
     Holographics or ABN (collectively, the "Released Claims"); and (vii) a bar
     order providing that all claims for contribution or indemnity against the
     Released Parties and National Union by Deloitte, or by any person claiming
     by or through Deloitte, or any other party to the action, which are based
     upon, or relate to or arise out of the Released Claims, the Actions, or the
     Settlement of the Actions, are forever barred and the filing of any such
     claim, whether in either of the Actions or in any other court, arbitration,
     administrative agency or proceeding in any other forum, shall be enjoined.

          8. Any claims that Deloitte may have against the Released Parties for
     contribution shall be discharged as a matter of law pursuant to 15
     U.S.C.ss.78u-4(G)(7)(A), and the Released Parties hereby represent that
     they know of no other claim that has been or may be asserted by Deloitte
     against the Released Parties. Nevertheless, to the extent that Plaintiffs
     and the Class obtain a judgment against Deloitte, Plaintiffs and the Class
     shall reduce such judgment by the amount the Released Parties or National
     Union would be obligated to pay to Deloitte, excluding any attorneys' fees
     or defense costs, based on a finding that the Released Parties are
     obligated to pay Deloitte for such Judgment of the Plaintiffs and the Class
     against Deloitte. Neither Plaintiffs nor the Class shall be responsible for
     any of Deloitte's or the Released Parties' defense costs. The Released
     Parties agree to use their best efforts to oppose any such claim by
     Deloitte and agree that they will not settle any such claims without the
     prior approval of Class Counsel.

          9. The Released Defendants agree to assign to Plaintiffs and the Class
     all claims that they have against Deloitte.

          10. Within a reasonable time subsequent to the execution of this
     Memorandum of Understanding, National Union and each of the Released
     Defendants will execute Release and Settlement Agreement which will provide
     for mutual releases of all claims, known and unknown, that any of the
     Released Defendants have or may have against National Union, or that
     National Union has or may have against any of the Released Defendants,
     under National Union Directors, Officers and Corporate Liability Insurance
     Policy Nos. 856-54-05 and 485-19-96 (the "Policies"), by reason of or based
     upon (i) either of the Actions, (ii) the Stipulation of Settlement and/or
     (iii) the Released Claims, including any claim that any of the Released
     Defendants or National Union breached any obligation under either of the
     Policies.

          11. Plaintiffs' counsel intend to apply for an award of attorneys'
     fees in an aggregate amount of (i) up to 33% of the Settlement Fund, plus
     expenses, payable out of the Settlement Fund, and (ii) up to 33% of the
     Settlement Securities. The Released Defendants shall not oppose plaintiffs'
     application for attorneys' fees and expenses.

          12. Nothing contained in this Memorandum of Understanding, the
     Stipulation of Settlement, or the releases and other arguments executed in
     connection with the Settlement shall be construed as an admission (i) by
     any Released Defendant of any alleged liability, fault or wrongdoing
     whatsoever of the Released Defendants or any of them, or (ii) by any member
     of the Class in either Action that their claims are without merit or lack
     validity.

          13. The Settlement shall be presented to the Court for a fairness
     hearing as soon as possible.

          14. This Memorandum of Understanding may be executed in multiple
     original counterparts, each of which, when so executed and delivered, shall
     be an original but such counterparts shall together constitute one and the
     same instrument and agreement.

         Dated: June 23, 2000
                                  MILBIRCH WEISS BERSHAD BYNES & LERACH LLP


                                  By:
                                     --------------------------------------

                                  Co-Lead Counsel for Plaintiffs in IN RE
                                  AMERICAN BANK NOTE HOLOGRAPHICS, INC.
                                  SECURITIES LITIGATION


                                  WOLF POPPER LLP


                                  By:
                                     --------------------------------------

                                  Co-Lead Counsel for Plaintiffs in IN RE
                                  AMERICAN BANK NOTE HOLOGRAPHICS, INC.
                                  SECURITIES LITIGATION


                                  ENTWISTLE & CAPPUCCI LLP


                                  By:
                                     --------------------------------------
                                  Co-Lead Counsel for Plaintiffs in IN RE
                                  AMERICAN BANK NOTE HOLOGRAPHICS, INC.
                                  SECURITIES LITIGATION


                                  WECHSLER HARWOOD HALEBIAN & FEFFER LLP


                                  By:
                                     --------------------------------------
                                     Co-Lead Counsel for Plaintiffs in
                                     IN RE AMERICAN BANKNOTE CORPORATION


                                   POMERANTZ HAUDEK BLOCK GROSSMAN & GROSS LLC


                                    By:
                                       --------------------------------------
                                       Co-Lead Counsel for Plaintiffs in IN RE
                                       AMERICAN BANKNOTE CORPORATION SECURITIES
                                       LITIGATION


                                    FULBRIGHT & JAWORSKI L.L.P.


                                    By:

                                       --------------------------------------
                                    Attorneys for Defendant
                                    American Bank Note Holographics, Inc.


                                    MORGAN, LEWIS & BOCKIUB LLP


                                    By:
                                       --------------------------------------
                                    Attorneys for Defendants
                                    American Banknote Corporation
                                    John T. Gorman and Patrick J. Gentile


                                    WEIL, GOTSHAL & MANGES LLP


                                     By:
                                       --------------------------------------
                                     Attorneys for Defendant
                                     Morris Weisman


                                     STILLMAN & FRIEDMAN, P.C.


                                     By:
                                       --------------------------------------
                                     Attorneys for Defendant
                                     Joshua C. Cantor


                                     MORVILLO, ABRAMOWITZ, GRAND, IASON
                                     & SILVERBERG


                                     By:
                                       --------------------------------------
                                     Attorneys for Defendant
                                     Richard P. Macchiarulo


                                     WILSON GONSINI GOODRICH & ROSATI


                                     By:
                                       --------------------------------------
                                     Attorneys for Defendants
                                     NationsBanc Montgomery
                                     Securities LLC, Lazard Freres
                                     & Co. LLC, Raymond James
                                     & Associates, Inc. and
                                     Salomon Smith Barney Holdings, Inc.


                                      D'AMATO & LYNCH


                                      By:
                                        --------------------------------------
                                      Attorneys for National Union
                                      Fire Insurance Company
                                      of Pittsburgh, PA





<PAGE>



                                    EXHIBIT A

          I. Securities to be delivered by Holographics

               A    1,460,000 shares of Holographics common stock, which number
                    shall be subject to adjustment solely in the following
                    circumstances. The parties acknowledge that there is a
                    pending transaction whereby a certain investor proposes to
                    purchase approximately 3,387,720 shares of Holographics
                    common stock for a total consideration of $9,316,230
                    million. Solely in the event that other investors (other
                    than the party described above) purchase common stock of
                    Holographics prior to the distribution of the Settlement
                    Shares, and pay consideration greater than $10 million in
                    the aggregate ("Transaction(s)"), Holographics shall
                    increase the number of shares of common stock to be issued
                    to the class such that the class will hold the same
                    percentage of the total outstanding shares after the
                    Transaction(s) as it held immediately prior to the
                    Transaction(s).

               B    Holographics shall issue Common Stock Purchase Warrants
                    (hereinafter the "Warrants") to purchase 863,647 shares of
                    common stock at an exercise price of $6.00 per share. The
                    Warrants, and the shares issuable upon exercise of the
                    Warrants, will be reserved for issuance at the time of
                    execution of a Settlement Agreement. The exercise price and
                    the number of warrants to be issued will be adjusted to
                    reflect any stock dividends and stock splits declared on the
                    underlying shares. No other adjustments to the terms of the
                    Warrants will be made. The Warrant holders shall have the
                    right, subject only to compliance with applicable federal
                    and state securities laws, at any time during a two-year and
                    six month period commencing with final settlement approval
                    by the Court (the "Exercise Period") to purchase from
                    Holographics up to the number of common shares which the
                    Warrant holder may at the time be entitled to purchase.
                    Holographics will provide Plaintiffs with a written opinion
                    letter setting forth the market value of the Warrants.
                    Holographics shall reserve, and shall at all times, so long
                    as any Warrant remains outstanding, keep reserved, out of
                    its authorized and unissued capital stock, such number of
                    shares of common stock as shall be subject to purchase under
                    the Warrants - said shares to be registered, freely
                    tradeable and to have the same rights as the Company's
                    existing common shares. Holographics also agrees to issue
                    and deliver such Warrants as soon as practicable following
                    the entry of a final order resolving the Action.

          II. Securities to be delivered by ABN

                    Forty percent of the allocation of the distribution of
                    approximately 7.7% of the common of reorganized ABN (the
                    "New Common Stock") and warrants to purchase approximately
                    5% of the New Common Stock under ABN's proposed plan of
                    reorganization, dated December 8, 1999.


<PAGE>

                                    EXHIBIT E

                                       TO

                             REORGANIZATION PLAN OF
                          AMERICAN BANKNOTE CORPORATION



         MEMORANDUM OF UNDERSTANDING BETWEEN PLAINTIFFS IN ABN AND ABNH
                     SECURITIES ACTIONS AND EQUITY COMMITTEE


<PAGE>


                        PRELIMINARY SETTLEMENT TERM SHEET

          Plaintiffs in the class action styled IN RE AMERICAN BANK NOTE
HOLOGRAPHICS, INC. SECURITIES LITIGATION, 99 Civ. 0412 (CM), pending in the
United States District Court for the Southern District of New York, and
plaintiffs in the class action styled IN RE AMERICAN BANKNOTE CORPORATION
SECURITIES LITIGATION 95 Civ. 0661 (CM), pending in the United States District
Court for the Southern District of New York (including those "Class(es)" of
persons and entities as defined in the complaints filed in these matters on
whose behalf those complaints were filed) (collectively the "Securities
Claimants") and the Official Committee of Equity Society Holders of American
Bank Note Corporation ("ABN") have reached the following agreement in principle
to resolve issues relating to the allocation of the distribution of
approximately 7.7% of the common stock of reorganized ABN (the "New Common
Stock") and warrants (the "New Warrants") to purchase approximately 5% of the
New Common Stock (collectively, the "Equity Pool") among the Securities
Claimants and the existing common stockholders of ABN under ABN's proposed plan
of organization, dated December 8, 1999 (the "Plan"):

          1.   The Securities Claimants, on the one hand, and the existing
               common stockholders of ABN, on the other hand, shall receive
               forty percent (40%) and sixty percent (60%) of the Equity Pool,
               respectively.

          2.   The Securities Claimants acknowledge and agree that existing
               common stockholders of ABN shall receive any distribution which
               would otherwise be made to Morris Weissman pursuant to the Plan
               in respect of Weissman's ownership of approximately 8.09% of the
               outstanding shares of ABN and options or warrants presently
               contemplated to be distributed under any agreement, plan or grant
               to Weissman.

The foregoing agreement in principle is subject in all respects to execution and
delivery of definitive documentation containing terms and conditions
satisfactory to the parties.

Dated:  June 25, 2000

Accepted and agreed to by:

-------------------------------               ---------------------------------
Paul N. Silverstein                           David L. Bershad
Andrews & Kurth LLP                           Ariana Tadler
805 Third Avenue                              Milberg Weiss Bershad Hynes
New York, New York 10022                      & Lerach LLP
212-850-2800                                  One Pennsylvania Plaza
                                              New York, New York 10019
                                              212-594-5300


<PAGE>


Counsel to the Equity Committee


-------------------------------               ---------------------------------
Vincent Cappucci                              Stephen Oestreich, Esq.
Entwistle & Cappucci LLP                      Wolf Popper LLP
400 Park Avenue                               845 Third Avenue
New York, New York 10022                      New York, New York 10022
(212) 894-7200                                (212) 759-4600

                                              Plaintiffs' Co-Lead Counsel
                                              American Banknote Holographics
                                              Securities Litigation


                                              ---------------------------------
                                              Stuart D. Wechsler
                                              Wechsler Harwood Halebian & Feffer
                                                 LLP
                                              488 Madison Avenue
                                              New York, NY 10022
                                              (212) 935-4171


                                              ---------------------------------
                                              Stanley Grossman
                                              Pomerantz, Levy, Haudek, Block &
                                                 Grossman
                                              295 Madison Avenue
                                              New York, New York 10017
                                              (212) 532-4800


<PAGE>

                                    EXHIBIT F


                                       TO


                             REORGANIZATION PLAN OF
                          AMERICAN BANKNOTE CORPORATION



                         TERM SHEET BETWEEN ABN AND ABNH




<PAGE>



                      Principal Terms of Agreement Between
                        American Banknote Corporation and
                      American Bank Note Holographics, Inc.

          Set forth below are the principal terms of an agreement to be entered
into between American Banknote Corporation ("ABN") and American Bank Note
Holographics, Inc. ("ABNH"), subject, among other things, to (i) definitive
documentation, (ii) court approval of the settlement of the shareholder
litigations (known as the American Bank Note Holographics Securities Litigation
and the American Banknote Corporation Securities Litigation, S.D.N.Y. numbers 99
Civ. 0412 and 99 Civ. 0661) on terms acceptable to ABN and ABNH ("Securities
Litigation"), and (iii) approval of the United States Bankruptcy Court for the
Southern District of New York (the "Bankruptcy Court") pursuant to a plan of
reorganization to be filed by ABN in its Chapter 11 case entitled IN RE AMERICAN
BANKNOTE CORPORATION, Case No. 99 B 11577 (PCB)(the "Chapter 11 Case").

          o    ABN, for itself and all of its present officers, directors, and
               affiliates (as defined in 11 U.S.C.ss. 101(2)), on the one hand,
               and ABNH, for itself and all of its present officers, directors,
               and affiliates, on the other, shall exchange mutual, general
               releases which shall include, without limitation, (i) a release
               from any obligations each may have to the other pursuant to that
               certain separation agreement between ABN and ABNH, dated as of
               July 20, 1998, and (ii) all sums allegedly owing by each of ABN
               and ABNH and their respective affiliates to the other, including
               but not limited to approximately $0.5 million owed by ABNH to ABN
               owing on account of medical benefits and warehousing expenses. In
               addition, ABN shall use its best efforts to include a provision
               in its plan of reorganization which would release any claims
               against ABNH which may be held by present and former agents and
               employees of ABN and former officers and directors of ABN that
               relate to or arise from transactions taking place before the
               spinoff which concern the business or operations of ABN or ABNH.

          o    ABNH shall receive 25,000 shares of stock of reorganized ABN as
               part of ABN's chapter 11 plan.

          o    ABN shall be responsible for, and shall pay, all asserted and
               unasserted income, franchise or similar tax liabilities of ABNH
               of any kind, and all asserted and unasserted income, franchise,
               or similar tax liabilities of any person for which ABNH is or may
               be liable, whether federal, state or local, as well as all other
               associated costs and expenses (together, "tax liabilities"), for
               the period January 1, 1990 through July 20, 1998. ABN's
               responsibility for the tax liabilities of ABNH shall include all
               asserted and unasserted tax liabilities of ABNH and all asserted
               and unasserted tax liabilities of any person for which ABNH is or
               may be liable, whether such asserted and unasserted tax
               liabilities arise with respect to a separate return of ABNH or by
               reason of ABNH being or having been a member of a combined,
               consolidated or similar return, whether ABNH is jointly and
               severally liable or is separately liable for such asserted and
               unasserted tax liabilities. ABN will indemnify ABNH for any
               asserted and unasserted tax liabilities of ABNH described in this
               paragraph for which ABN is responsible and which are asserted
               against ABNH, and for any asserted and unasserted tax liabilities
               of ABN for the aforementioned periods.

          o    All income franchise or similar tax refunds for the periods prior
               to 7/20/98 shall belong to ABN, and if paid to ABNH shall
               immediately be remitted to ABN.

          o    Subject to the conditions to the effectiveness of this
               settlement, ABNH shall withdraw with prejudice its proof of claim
               against ABN in the Chapter 11 Case.

          o    ABNH and American Bank Note Company and Sati Group shall exchange
               mutual releases.

          o    ABNH will not object to ABN's plan of reorganization which
               comports with the terms of the term sheet and will take no action
               to object to any initiatives in the Chapter 11 Case taken by ABN
               which do not have the effect of negating, in whole or in part,
               the agreements contemplated by this term sheet, the settlement of
               the Securities Litigation or otherwise affecting any claims that
               any person may have against ABNH.

          It is contemplated that an agreement containing the foregoing
provisions will be annexed to the Plan and incorporated into its terms.

          This term sheet does not constitute an offer with respect to any
securities or a solicitation of acceptances of the Plan. Such offer or
solicitation will be made only in compliance with all applicable securities laws
and the Bankruptcy Code, 11 U.S.C. ss.ss. 101-1330, as amended.


                                        AMERICAN BANKNOTE CORPORATION


                                        By:
                                           -----------------------------
                                           Its


                                        AMERICAN BANK NOTE HOLOGRAPHICS, INC.


                                        By:
                                           -----------------------------
                                           Its





<PAGE>


                                PLAN SUPPLEMENT

                                       TO

                             REORGANIZATION PLAN OF
                         AMERICAN BANKNOTE CORPORATION

<PAGE>

                                PLAN SUPPLEMENT

                                   EXHIBIT G

                                       TO

                             REORGANIZATION PLAN OF
                         AMERICAN BANKNOTE CORPORATION

                   REORGANIZED AMERICAN BANKNOTE CORPORATION
                    CERTIFICATE OF INCORPORATION AND BY-LAWS
<PAGE>

                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                          AMERICAN BANKNOTE CORPORATION


               1. The name of the corporation is American Banknote Corporation.

               2. The original Certificate of Incorporation was filed with the
Secretary of State of the State of Delaware on June 29, 1993.

               3. The original Certificate of Incorporation was amended on June
6, 1995 to change the name of the Corporation from United States Banknote
Corporation to American Banknote Corporation, effective as of July 1, 1995.

               4. This Restated Certificate of Incorporation, which amends and
restates the Certificate of Incorporation, as amended, is being filed in
connection with the Corporation's reorganization plan, dated December 8, 1999,
as amended on September 12, 2000 (as such plan may be amended, supplemented, or
modified from time to time (the "Reorganization Plan"), and was duly adopted in
accordance with the provisions of sections 242, 245, and 303 of the General
Corporation Law of the State of Delaware ("Delaware Corporation Law"). The
Reorganization Plan was confirmed on ___, 2000, by the United States Bankruptcy
Court for the Southern District of New York.

               5. The Restated Certificate of Incorporation of the corporation
is hereby amended and restated so as to read in its entirety as follows:

          FIRST: The name of the corporation is American Banknote Corporation
(hereinafter, the "Corporation").

          SECOND: The address, including street, number, city, and county, of
the registered office of the Corporation in the State of Delaware is Corporation
Trust Company, 1209 Orange Street, Wilmington, Delaware 19801, County of New
Castle; and the name of the registered agent of the Corporation in the State of
Delaware at such address is The Corporation Trust Company.

          THIRD: The nature of the business and of the purposes to be conducted
and promoted by the Corporation are to conduct any lawful business, to promote
any lawful purpose, and to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of the State of
Delaware.

          FOURTH: The Corporation shall have the authority to issue the
following classes of stock:

          (1) a total of twenty million (20,000,000) shares of common stock
     ("Common Stock"), each of such shares of Common Stock with a par value of
     one cent ($.01); and

          (2) a total of two million (2,000,000) shares of series preferred
     stock ("Series Preferred Stock"), each of such shares of Series Preferred
     Stock with a par value of one cent ($.01) to be issued (a) in such series
     and with such designations, powers, preferences, rights, voting rights and
     such qualifications, limitations or restrictions thereof as the Board of
     Directors shall fix by resolution or resolutions which are permitted by
     Section 151 of the Delaware General Corporation Law for any such series of
     Series Preferred Stock, and (b) in such number of shares in each series as
     the Board of Directors shall, by resolution, fix; provided that the
     aggregate number of all shares of Series Preferred Stock issued does not
     exceed the number of shares of Series Preferred Stock authorized hereby.

          FIFTH: The holders of shares of Common Stock shall be entitled to one
(1) vote per share on all issues submitted to stockholders entitled to vote
thereon. The Corporation shall not issue any nonvoting equity securities to the
extent prohibited by section 1123 of title 11 of the United States Code (the
"Bankruptcy Code") as in effect on the effective date of the Reorganization
Plan; PROVIDED, HOWEVER, that this article 5 (a) will have no further force and
effect beyond that required under section 1123 of the Bankruptcy Code, (b) will
have such force and effect, if any, only for so long as such section of the
Bankruptcy Code is in effect and applicable to the Corporation, and (c) in all
events may be amended or eliminated in accordance with such applicable law as
from time to time may be in effect.

          SIXTH: Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this Corporation under the provisions of Section 279 of Title 8 of the
Delaware Code, order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders, of this Corporation, as the case may
be, to be summoned in such manner as such court directs. If a majority in number
representing three-fourths in value of the creditors or class of creditors,
and/or of the stockholders or class of stockholders, or this Corporation, as the
case may be, agree to any compromise or arrangement and to any reorganization of
this Corporation as a consequence of such compromise or arrangement, such
compromise or arrangement and such reorganization shall, if sanctioned by the
court to which such application has been made, be binding upon all the
stockholders or class of stockholders, of this Corporation, as the case may be,
and also upon all the creditors or class of creditors, and/or upon this
Corporation.

          SEVENTH: The number of directors of the Corporation shall be fixed
from time to time exclusively by the Board of Directors in accordance with the
By-Laws of the Corporation.

          EIGHTH: In furtherance and not in limitation of powers conferred by
law, subject to any limitations contained elsewhere in this Restated Certificate
of Incorporation, By-laws of the Corporation may be adopted, amended, or
repealed by a majority of the Board of Directors of the Corporation, but any
By-laws adopted by the Board of Directors may also be amended or repealed by the
stockholders entitled to vote thereon.

          NINTH: To the fullest extent that the Delaware Corporation Law, as it
exists on the date hereof or as it may hereafter be amended, permits the
limitation or elimination of the liability of directors, no director of this
Corporation shall be personally liable to this Corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director. Notwithstanding
the foregoing, a director shall be liable to the extent provided by applicable
law (a) for any breach of the directors' duty of loyalty to the Corporation or
its stockholders, (b) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (c) under Section 174 of
the Delaware Corporation Law, or (d) for any transaction from which the director
derived any improper personal benefit. Neither the amendment or repeal of this
Article, nor the adoption of any provision of this Certificate of Incorporation
inconsistent with this Article, shall adversely affect any right or protection
of a director of the Corporation existing at the time of such amendment or
repeal.

          TENTH: The Corporation shall, to the fullest extent permitted by
Section 145 of the Delaware Corporation Law, as the same may be amended and
supplemented, or by any successor thereto, indemnify any and all persons whom it
shall have power to indemnify under such section from and against any and all of
the expenses, liabilities or other matters referred to in or covered by such
section. The Corporation shall advance expenses to the fullest extent permitted
by said section. Such right to indemnification and advancement of expenses shall
continue as to a person who has ceased to be a director, officer, employee, or
agent and shall inure to the benefit of the heirs, executors, and administrators
of such a person. The indemnification and advancement of expenses provided for
herein shall not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any By-Law,
agreement, vote of stockholders or disinterested directors, or otherwise.

          ELEVENTH: The Corporation shall have the power to purchase and
maintain insurance on behalf of any person who is or was or has agreed to become
a director, officer, employee, or agent of the Corporation against any liability
asserted against him or her and incurred by him or her or on his or her behalf
in such capacity, or arising out of his or her status as such, whether or not
the Corporation would have the power to indemnify him or her against such
liability.

          TWELFTH: The Corporation reserves the right to amend, alter, change,
or repeal any provision contained in this Certificate of Incorporation, and any
other provisions authorized by the laws of the State of Delaware at the time in
force may be added or inserted in the manner now or hereafter provided herein or
by statute, and all rights, preferences and privileges of whatsoever nature
conferred upon stockholders, directors, or any other persons whomsoever by and
pursuant to this Certificate of Incorporation in its present form or as amended
are granted subject to the rights reserved in this Article TWELFTH.



<PAGE>


          IN WITNESS WHEREOF, American Banknote Corporation has caused this
Restated Certificate of Incorporation to be signed by [   ], its [   ], and
attested by [  ], its [  ], this [  ] day of [  ], 2000.


                             AMERICAN BANKNOTE CORPORATION


                             By:
                                ---------------------------
                                 Name:
                                 Title:


Attest:



By:
   ----------------------
   Name:
   Title:

<PAGE>
                                RESTATED BY-LAWS
                                       OF
                          AMERICAN BANKNOTE CORPORATION
                            (A Delaware Corporation)

                                   ARTICLE I
                                  STOCKHOLDERS

1.        CERTIFICATES REPRESENTING STOCK.

          (a) Every holder of stock in the Corporation shall be entitled to have
a certificate signed (by original signature or by facsimile) by, or in the name
of, the Corporation by the Chairman or Vice-Chairman of the Board of Directors,
if any, or by the President or a Vice-President and by the Treasurer or an
Assistant Treasurer or the Secretary or an Assistant Secretary of the
Corporation representing the number of shares owned by such person in the
Corporation. If such certificate is countersigned by a transfer agent other than
the Corporation or its employee or by a registrar other than the Corporation or
its employee, any such signature on the certificate may also be a facsimile. In
case any officer, transfer agent, or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent, or registrar before such certificate is issued, it may
be issued by the Corporation with the same effect as if such person were such
officer, transfer agent, or registrar at the date of issue.

          (b) Whenever the Corporation shall be authorized to issue more than
one class of stock or more than one series of any class of stock, and whenever
the Corporation shall issue any shares of its stock as partly paid stock, the
certificates representing shares of any such class or series or of any such
partly paid stock shall set forth thereon the statements prescribed by Chapter 1
of Title 8 of the Delaware Code (the "General Corporation Law"). Any
restrictions on the transfer or registration of transfer of any shares of stock
of any class or series shall be noted conspicuously on the certificate
representing such shares.

          (c) The Corporation may issue a new certificate of stock in place of
any certificate theretofore issued by it, which is alleged to have been lost,
stolen, or destroyed, and the Board of Directors may require the owner of any
lost, stolen, or destroyed certificate, or such person's legal representative,
to give the Corporation a bond sufficient to indemnify the Corporation against
any claim that may be made against it on account of the alleged loss, theft, or
destruction of any such certificate or the issuance of any such new certificate.

2.        FRACTIONAL SHARE INTERESTS.

          The Corporation may, but shall not be required to, issue fractions of
a share.

3.        STOCK TRANSFERS.

          Upon compliance with provisions restricting the transfer or
registration of transfer of shares of stock, if any, transfers or registration
of transfer of shares of stock of the Corporation shall be made only on the
stock ledger of the Corporation by the registered holder thereof, or by such
person's attorney thereunto authorized by power of attorney duly executed and
filed with the Secretary of the Corporation or with a transfer agent or a
registrar, if any, and on surrender of the certificate or certificates for such
shares of stock properly endorsed and the payment of all taxes due thereon.

4.        RECORD DATE FOR STOCKHOLDERS.

          (a) In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, the Board of Directors may fix a record date, which record
date shall not precede the date upon which the resolution fixing the record date
is adopted by the Board of Directors, and which record date shall not be more
than sixty nor less than ten days before the date of such meeting. If no record
date has been fixed by the Board of Directors, the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders shall
be at the close of business on the day next preceding the day on which notice is
given, or, if notice is waived, at the close of business on the day next
preceding the day on which the meeting is held. A determination of stockholders
of record entitled to notice of or to vote at a meeting of stockholders shall
apply to any adjournment of the meeting; PROVIDED, HOWEVER, that the Board of
Directors may fix a new record date for the adjourned meeting.

          (b) In order that the Corporation may determine the stockholders
entitled to receive payment of any dividend or other distribution or allotment
of any rights or the stockholders entitled to exercise any rights in respect of
any change, conversion, or exchange of stock, or for the purpose of any other
lawful action, the Board of Directors may fix a record date, which record date
shall not precede the date upon which the resolution fixing the record date is
adopted, and which record date shall be not more than sixty days prior to such
action. If no record date has been fixed, the record date for determining
stockholders for any such purpose shall be at the close of business on the day
on which the Board of Directors adopts the resolution relating thereto.

5.        MEANING OF CERTAIN TERMS.

          As used herein in respect of the right to notice of a meeting of
stockholders or a waiver thereof or to participate or vote thereat or to consent
or dissent in writing in lieu of a meeting, as the case may be, the term "share"
or "shares" or "share of stock" or "shares of stock" or "stockholder" or
"stockholders" refers to an outstanding share or shares of stock and to a holder
or holders of record of outstanding shares of stock when the Corporation is
authorized to issue only one class of shares of stock, and such reference is
also intended to include any outstanding share or shares of stock and any holder
or holders of record of outstanding shares of stock of any class upon which or
upon whom the Corporation's Certificate of Incorporation confers such rights
where there are two or more classes or series of shares of stock or upon which
or upon whom the General Corporation Law confers such rights notwithstanding
that the Corporation's Certificate of Incorporation may provide for more than
one class or series of shares of stock, one or more of which are limited or
denied such rights thereunder; PROVIDED, HOWEVER, that no such right shall vest
in the event of an increase or a decrease in the authorized number of shares of
stock of any class or series which is otherwise denied voting rights under the
provisions of the Corporation's Certificate of Incorporation, including any
preferred stock which is denied voting rights under the provisions of the
resolution or resolutions adopted by the Board of Directors with respect to the
issuance thereof.

6.        STOCKHOLDER MEETINGS.

          (a) TIME. The annual meeting shall be held on the date and at the time
fixed, from time to time, by the Board of Directors. A special meeting shall be
held on the date and at the time fixed by the Board of Directors.

          (b) PLACE. Annual meetings and special meetings shall be held at such
place, within or without the State of Delaware, as the Board of Directors may,
from time to time, fix. Whenever the Board of Directors shall fail to fix such
place, the meeting shall be held at the principal office of the Corporation.

          (c) CALL. Annual meetings may be called by the Board of Directors, by
any officer instructed by the Board of Directors to call the meeting. Special
meetings of the stockholders may be called by the Chairman of the Board of
Directors whenever he shall deem it proper to do so, and on the request to him
in writing by a majority of the Directors or by the holders of twenty percent
(20%) of the total amount of the Corporation's issued and outstanding capital
stock which is regularly entitled to vote.

          (d) NOTICE OR WAIVER OF NOTICE. Written notice of all meetings shall
be given, stating the place, date, and hour of the meeting. The notice of an
annual meeting shall state that the meeting is called for the election of
Directors and for the transaction of other business which may properly come
before the meeting, and shall (if any other action which could be taken at a
special meeting is to be taken at such annual meeting), state such other action
or actions as are known at the time of such notice. The notice of a special
meeting shall in all instances state the purpose or purposes for which the
meeting is called and no other business shall be transacted at such meeting.
Except as otherwise provided by the General Corporation Law, a copy of the
notice of any meeting shall be given, personally or by mail, not less than ten
days nor more than sixty days before the date of the meeting, unless the lapse
of the prescribed period of time shall have been waived, and directed to each
stockholder at such person's address as it appears on the records of the
Corporation. Notice by mail shall be deemed to be given when deposited, with
postage thereon prepaid, in the United States mail. If a meeting is adjourned to
another time, not more than thirty days hence, and/or to another place, and if
an announcement of the adjourned time and place is made at the meeting, it shall
not be necessary to give notice of the adjourned meeting unless the Board of
Directors, after adjournment, fixes a new record date for the adjourned meeting.
Notice need not be given to any stockholder who submits a written waiver of
notice before or after the time stated therein. Attendance of a person at a
meeting of stockholders shall constitute a waiver of notice of such meeting,
except when the stockholder attends a meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any regular or special meeting of the
stockholders need be specified in any written waiver of notice.

          (e) STOCKHOLDER LIST. There shall be prepared and made, at least ten
days before every meeting of stockholders, a complete list of the stockholders,
arranged in alphabetical order, and showing the address of each stockholder and
the number of shares registered in the name of each stockholder. Such list shall
be open to the examination of any stockholder, for any purpose germane to the
meeting, during ordinary business hours, for a period of at least ten days prior
to the meeting at the principal executive offices of the Corporation. The list
shall also be produced and kept at the time and place of the meeting during the
whole time thereof, and may be inspected by any stockholder who is present. The
stock ledger shall be the only evidence as to who are the stockholders entitled
to examine the stock ledger, the list required by this section or the books of
the Corporation, or to vote at any meeting of stockholders.

          (f) CONDUCT OF MEETING. Meetings of the stockholders shall be presided
over by one of the following officers in the order of seniority and if present
and acting: the Chairman of the Board, if any, the Vice-Chairman of the Board,
if any, the President, a Vice President, a chairman for the meeting chosen by
the Board of Directors or, if none of the foregoing is in office and present and
acting, by a chairman to be chosen by the stockholders. The Secretary of the
Corporation or, in such person's absence, an Assistant Secretary, shall act as
secretary of every meeting, but if neither the Secretary nor an Assistant
Secretary is present the chairman for the meeting shall appoint a secretary of
the meeting.

          (g) PROXY REPRESENTATION. Every stockholder may authorize another
person or persons to act for such stockholder by proxy in all matters in which a
stockholder is entitled to participate, whether by waiving notice of any
meeting, voting or participating at a meeting, or expressing consent or dissent
without a meeting. Every proxy must be signed by the stockholder or by such
person's attorney-in-fact. No proxy shall be voted or acted upon after three
years from its date unless such proxy provides for a longer period. A duly
executed proxy shall be irrevocable if it states that it is irrevocable and, if,
and only as long as, it is coupled with an interest sufficient in law to support
an irrevocable power. A proxy may be made irrevocable regardless of whether the
interest with which it is coupled is an interest in the stock itself or an
interest in the Corporation generally.

          (h) INSPECTORS AND JUDGES. The Board of Directors, in advance of any
meeting, may, but need not, appoint one or more inspectors of election or judges
of the vote, as the case may be, to act at the meeting or any adjournment
thereof. If an inspector or inspectors or judge or judges are not appointed by
the Board of Directors, the person presiding at the meeting may, but need not,
appoint one or more inspectors or judges. In case any person who may be
appointed as an inspector or judge fails to appear or act, the vacancy may be
filled by appointment made by the person presiding thereat. Each inspector or
judge, if any, before entering upon the discharge of such person's duties, shall
take and sign an oath faithfully to execute the duties of inspector or judge at
such meeting with strict impartiality and according to the best of his ability.
The inspectors or judges, if any, shall determine the number of shares of stock
outstanding and the voting power of each, the shares of stock represented at the
meeting, the existence of a quorum, and the validity and effect of proxies;
receive votes, ballots, or consents; hear and determine all challenges and
questions arising in connection with the right to vote; count and tabulate all
votes, ballots, or consents; determine the result; and do such other acts as are
proper to conduct the election or vote with fairness to all stockholders. On
request of the person presiding at the meeting, the inspector or inspectors or
judge or judges, if any, shall make a report in writing of any challenge,
question, or matter determined by such person or persons and execute a
certificate of any fact so found.

          (i) QUORUM. Except as the General Corporation Law or these By-Laws may
otherwise provide, the holders of a majority of the outstanding shares of stock
entitled to vote shall constitute a quorum at a meeting of stockholders for the
transaction of any business. The stockholders present may adjourn the meeting
despite the absence of a quorum. When a quorum is once present to organize a
meeting, it is not broken by the subsequent withdrawal of any shareholders.

          (j) VOTING. Each stockholder entitled to vote in accordance with the
terms of the Certificate of Incorporation and of these By-Laws, or, with respect
to the issuance of preferred stock, in accordance with the terms of a resolution
or resolutions of the Board of Directors providing for the issuance thereof,
shall be entitled to one vote (or, in the case of preferred stock, such number
of votes as is specified in the applicable resolutions of the Board of Directors
providing for the issuance thereof), in person or by proxy, for each share of
stock entitled to vote held by such stockholder. In the election of Directors, a
plurality of the votes present at the meeting and entitled to vote on the
election shall be sufficient to elect the Directors. Any other action shall be
authorized by the affirmative vote of a majority of the shares by written
consent or present at the meeting and entitled to vote on the subject matter, as
the case may be, except where the Certificate of Incorporation or the General
Corporation Law prescribes a different percentage of votes and/or a different
exercise of voting power.

               Voting by ballot shall not be required for corporate action
except as otherwise provided by the General Corporation Law.

          (k) NOTICE OF STOCKHOLDER PROPOSAL. At an annual meeting of the
stockholders, only such business shall be conducted as shall have been properly
brought before the meeting. To be properly brought before an annual meeting
business must be (a) specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the Board of Directors, (b) otherwise
properly brought before the meeting by or at the direction of the Board of
Directors, or (c) otherwise properly brought before the meeting by a
stockholder. For business to be properly brought before an annual meeting by a
stockholder, the stockholder must have given timely notice thereof in writing to
the Secretary of the Corporation. To be timely, a stockholder's notice must be
personally delivered to or mailed (by United States mail, postage pre-paid) and
received by the Secretary at the principal executive offices of the Corporation
not later than the later of the following dates: (1) 60 days in advance of such
meeting and (2) the close of business on the tenth day following the date public
disclosure of the date of such meeting is first made. A stockholder's notice to
the Secretary shall set forth as to each matter the stockholder proposes to
bring before the annual meeting (a) a brief description of the business desired
to be brought before the annual meeting and the reasons for conducting such
business at the annual meeting, (b) the name and address, as they appear on the
Corporation's books, of the stockholder proposing such business, (c) the class
and number of shares of the Corporation which are beneficially owned by the
stockholder, and (d) any material interest of the stockholder in such business.
Notwithstanding anything in the By-Laws to the contrary, no business shall be
conducted at any annual meeting except in accordance with the procedures set
forth in this paragraph (k). The Chairman of the annual meeting shall, if the
facts warrant, determine and declare to the meeting that business was not
properly brought before the meeting in accordance with the provisions of this
paragraph (k), and if he should so determine, he shall so declare at the meeting
and any such business not properly brought before the meeting shall not be
transacted; provided, however, that any such determination by the Chairman shall
be reasonable and made in good faith.

          (l) PROCEDURE FOR NOMINATIONS BY STOCKHOLDERS. Nominations of
candidates for election as directors at any meeting of stockholders called for
the election of directors (an "Election Meeting") may be made by the Board of
Directors or by any stockholder entitled to vote at such Election Meeting only
in accordance with the procedures established by this paragraph (l). Any
stockholder entitled to vote for the election of a director at an Election
Meeting may nominate one or more persons for such election only if written
notice of such stockholder's intent to make such nomination is given, either by
personal delivery or by United States mail postage pre-paid, to the Secretary of
the Corporation. Such notice must be received by the Secretary at the principal
executive offices of the Corporation not later than the later of the following
dates: (1) with respect to an annual meeting of stockholders, 60 days in advance
of such meeting and (2) the close of business on the tenth day following the
date public disclosure of the date of such meeting is first made. The written
notice shall set forth (a) as to each person whom the stockholder proposes to
nominate for election as director (i) the name, age, business address, and
residence address of each nominee proposed in such notice, (ii) the principal
occupation or employment of each such nominee, (iii) the number of shares of
capital stock of the Corporation which are beneficially owned by each such
nominee, and (iv) such other information concerning each such nominee as would
be required under the rules of the United States Securities and Exchange
Commission to be set forth in a proxy statement soliciting proxies for the
election of such nominee as a director (including, without limitation, a signed
consent of each such nominee to serve as a director of the Corporation, if
elected) and (b) as to the stockholder giving the notice (i) the name and
address, as they appear on the Corporation's books, of such stockholder and (ii)
the number of shares of capital stock of the Corporation which are beneficially
owned by such stockholder. At the request of the Board of Directors, any person
nominated by the Board of Directors for election as a Director shall furnish to
the Secretary of the Corporation that information required to be set forth in a
stockholders' notice of nomination which pertains to the nominee. No person
shall be eligible for election as a Director of the Corporation unless nominated
in accordance with the procedures set forth in this paragraph (l). The Chairman
of the meeting shall, if the facts warrant, determine and declare to the meeting
that a nomination was not made in accordance with the procedures prescribed by
the By-Laws, and if he should so determine, he shall so declare to the meeting
and the defective nomination shall be disregarded; provided, however, that any
such determination by the Chairman shall be reasonable and made in good faith.

          (m) CONSENT OF STOCKHOLDERS IN LIEU OF MEETING. Unless otherwise
provided in the Certificate of Incorporation, any action required or permitted
to be taken at any Annual or Special Meeting of Stockholders of the Corporation
may be taken without a meeting, without prior notice, and without a vote, if a
consent or consents in writing, setting forth the action so taken, shall be
signed by the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted and
shall be delivered to the Corporation by delivery to the principal executive
offices of the Corporation or with an officer or agent of the corporation having
custody of the book in which proceedings of meetings of stockholders are
recorded. Delivery made to the Corporation's principal executive office shall be
by hand or by certified or registered mail, return receipt requested. Every
written consent shall bear the date of signature of each stockholder who signs
the consent and no written consent shall be effective to take the corporate
action referred to therein unless, within sixty days of the earliest dated
consent delivered in the manner required by this Section (m) to the Corporation,
written consents signed by a sufficient number of holders to take action are
delivered to the Corporation by delivery to its principal executive offices or
to an officer or agent of the Corporation having custody of the book in which
proceedings of meetings of stockholders are recorded. Prompt notice of the
taking of the corporate action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not consented in writing
and who, if the action had been taken at a meeting, would have been entitled to
notice of the meeting if the record date for such meeting had been the date that
written consents signed by a sufficient number of holders to take the action
were delivered to the Corporation as provided above in this section.

                                   ARTICLE II
                                    DIRECTORS

1.        FUNCTIONS AND DEFINITION.

          The business and affairs of the Corporation shall be managed by or
under the direction of the Board of Directors of the Corporation. The use of the
phrase "whole Board" herein refers to the total number of Directors which the
Corporation would have if there were no vacancies.

2.        QUALIFICATIONS AND NUMBER.

          A Director need not be a stockholder, a citizen of the United States,
or a resident of the State of Delaware. The number of Directors of the
Corporation shall not be less than three (3) nor more than thirteen. The first
Board of Directors shall consist of seven members.

3.        ELECTION AND TERM.

          The first Board of Directors shall consist of the following members:
Sidney Levy, C. Gerald Goldsmith, and [five members to be designated by the
unofficial committee of certain holders of the corporation's 11 1/4% senior
subordinated notes], and shall hold office until the first annual meeting of
stockholders and until their successors have been elected and qualified or until
their earlier resignation or removal. Any Director may resign at any time upon
written notice to the Corporation. Thereafter, Directors who are elected at an
annual meeting of stockholders, and Directors who are elected in the interim to
fill vacancies and newly created Directorships, shall hold office until the next
annual meeting of stockholders and until their successors have been elected and
qualified or until their earlier resignation or removal. In the interim between
annual meetings of stockholders or of special meetings of stockholders called
for the election of Directors and/or for the removal of one or more Directors
and for the filling of any vacancies in the Board of Directors, including
vacancies resulting from the removal of Directors for cause or without cause,
any vacancy in the Board of Directors may be filled by the vote of a majority of
the remaining Directors then in office, although less than a quorum, or by the
sole remaining Director.

4.        MEETINGS.

          (a) TIME. Regular meetings shall be held at such time as the Board
shall fix. Special meetings may be called upon notice.

          (b) FIRST MEETING. Other than the first Board, the first meeting of
each newly elected Board may be held immediately after each annual meeting of
the stockholders at the same place at which the meeting is held, and no notice
of such meeting shall be necessary to call the meeting, provided a quorum shall
be present. In the event such first meeting is not so held immediately after the
annual meeting of the stockholders, it may be held at such time and place as
shall be specified in the notice given as provided for special meetings of the
Board of Directors, or at such time and place as shall be fixed by the consent
in writing of all of the Directors.

          (c) PLACE. Meetings, both regular and special, shall be held at such
place within or without the State of Delaware as shall be fixed by the Board.

          (d) CALL. No call shall be required for regular meetings for which the
time and place have been fixed. Special meetings may be called by or at the
direction of the Chairman of the Board, the President, or of a majority of the
Directors.

          (e) NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be
required for regular meetings for which the time and place have been fixed.
Written, oral, or any other mode of notice of the time and place shall be given
for special meetings at least three days prior to the meeting; notice may be
given by telephone or telefax (in which case it is effective when given) or by
mail (in which case it is effective seventy-two hours after mailing by prepaid
first class mail). The notice of any meeting need not specify the purpose of the
meeting. Any requirement of furnishing a notice shall be waived by any Director
who signs a written waiver of such notice before or after the time stated
therein. Attendance of a Director at a meeting of the Board shall constitute a
waiver of notice of such meeting, except when the Director attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened.

          (f) QUORUM AND ACTION. A majority of the whole Board shall constitute
a quorum except when a vacancy or vacancies prevents such majority, whereupon a
majority of the Directors in office shall constitute a quorum, provided that
such majority shall constitute at least one-third (1/3) of the whole Board. Any
Director may participate in a meeting of the Board by means of a conference
telephone or similar communications equipment by means of which all Directors
participating in the meeting can hear each other, and such participation in a
meeting of the Board shall constitute presence in person at such meeting. A
majority of the Directors present, whether or not a quorum is present, may
adjourn a meeting to another time and place. Except as herein otherwise
provided, and except as otherwise provided by the General Corporation Law, the
act of the Board shall be the act by vote of a majority of the Directors present
at a meeting, a quorum being present. The quorum and voting provisions herein
stated shall not be construed as conflicting with any provisions of the General
Corporation Law and these By-Laws which govern a meeting of Directors held to
fill vacancies and newly created Directorships in the Board.

          (g) CHAIRMAN OF THE MEETING. The Chairman of the Board, if any and if
present and acting, shall preside at all meetings. Otherwise, the Vice-Chairman
of the Board, if any and if present and acting, or the President, if present and
acting, or any other Director chosen by the Board, shall preside.

5.        REMOVAL OF DIRECTORS.

          Any or all of the Directors may be removed for cause or without cause
by the stockholders.

6.        COMMITTEES.

          The Board of Directors may, by resolution passed by a majority of the
whole Board, designate one or more committees, each committee to consist of one
or more of the Directors of the Corporation. The Board may designate one or more
Directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. Any such committee, to the
extent provided in the resolution of the Board, shall have and may exercise the
powers of the Board of Directors in the management of the business and affairs
of the Corporation, and may authorize the seal of the Corporation to be affixed
to all papers which may require it, except that committees shall have no
authority to fill vacancies on the Board.

7.        EXECUTIVE COMMITTEE.

          (a) Appointment. The Directors at their meeting held immediately after
the annual meeting of stockholders shall appoint the Chairman of the Board, the
President, and such other members of their body as they shall determine in their
sole discretion as an Executive Committee. During the intervals between the
meetings of the Board of Directors, the Executive Committee shall possess and
may exercise (subject to any regulations which the Directors may from time to
time make) all the powers of the Board of Directors in the management and
direction of the operations of the Corporation (except the filling of vacancies
on the Board of Directors or any committee thereof and only such acts as must by
law be performed by the Directors themselves) in such manner as the Executive
Committee may deem best for the interests of the Corporation and its
stockholders in all cases in which specific directions shall not have been given
by the Board of Directors. All action by the Executive Committee shall be
reported to and shall be subject to review by the Board of Directors.

          (b) Chairman. The Board of Directors shall designate one of the
members of the Executive Committee to be its Chairman. The Chairman of the
Executive Committee shall preside at all meetings of the Executive Committee.
The Chairman of the Executive Committee shall perform such other duties as may
be designated by the Board of Directors.

          (c) Meetings. The Executive Committee shall meet either telephonically
or at the office of the Corporation at such times as they shall by resolution
appoint, and may meet at any other time or place on the call of the Chairman.

          (d) Notice of Meeting. Notice of meetings of the Executive Committee
shall be given to each member by the Chairman at least five days before the
meeting.

          (e) Waiver of Notice. If any meeting of the Executive Committee at
which all of the members are present, though held without notice, any and all
business may be transacted in the same manner as if due notice had been given.

          (f) Quorum. A majority of the members of the Executive Committee shall
constitute a quorum. The act of the Executive Committee shall be the act by vote
of a majority of the members present at a meeting, a quorum being present.

          (g) Rules. The Executive Committee may from time to time adopt rules
for its procedures not in conflict with the Certificate of Incorporation,
By-Laws of the Corporation, or the actions taken by the Board of Directors.

          (h) Vacancies. The Board of Directors shall have the power at any time
to fill vacancies in, change the membership of, or to dissolve the Executive
Committee.

8.        ACTION IN WRITING.

          Any action required or permitted to be taken at any meeting of the
Board of Directors or any committee thereof may be taken without a meeting if
all members of the Board or committee, as the case may be, consent thereto in
writing, and the writing or writings are filed with the minutes of proceedings
of the Board or committee.

                                  ARTICLE III
                                    OFFICERS

1.        EXECUTIVE OFFICERS.

          The Board of Directors may elect or appoint a Chairman of the Board of
Directors, a President, one or more Vice Presidents (which may be denominated
with additional descriptive titles), a Secretary, one or more Assistant
Secretaries, a Treasurer, one or more Assistant Treasurers and such other
officers as it may determine. Any number of offices may be held by the same
person.

2.        TERM OF OFFICE:  REMOVAL.

          Unless otherwise provided in the resolution of election or
appointment, each officer shall hold office until the meeting of the Board of
Directors following the next annual meeting of stockholders and until such
officer's successor has been elected and qualified or until the earlier
resignation or removal of such officer. The Board of Directors may at any time
remove any officer for cause or without cause.

3.        AUTHORITY AND DUTIES.

          All officers, as between themselves and the Corporation, shall have
such authority and perform such duties in the management of the Corporation as
may be provided in these By-Laws, or, to the extent not so provided, by the
Board of Directors.

4.        THE CHAIRMAN OF THE BOARD OF DIRECTORS.

          The Chairman of the Board of Directors, if present and acting, shall
preside at all meetings of the Board of Directors, otherwise, the President, if
present, shall preside, or if the President does not so preside, any other
Director chosen by the Board shall preside. The Chairman of the Board of
Directors shall be the chief executive officer of the Corporation.

5.        THE PRESIDENT.

          The President shall be the chief operating officer of the Corporation.

6.        VICE PRESIDENTS.

          Any Vice President that may have been appointed, in the absence or
disability of the President, shall perform the duties and exercise the powers of
the President, in the order of their seniority, and shall perform such other
duties as the Board of Directors shall prescribe.

7.        THE SECRETARY.

          The Secretary shall keep in safe custody the seal of the Corporation
and affix it to any instrument when authorized by the Board of Directors, and
shall perform such other duties as may be prescribed by the Board of Directors.
The Secretary (or in such officer's absence, an Assistant Secretary, but if
neither is present another person selected by the Chairman for the meeting)
shall have the duty to record the proceedings of the meetings of the
stockholders and Directors in a book to be kept for that purpose.

8.        THE TREASURER.

          The Treasurer shall have the care and custody of the corporate funds,
and other valuable effects, including securities, and shall keep full and
accurate accounts of receipts and disbursements in books belonging to the
Corporation and shall deposit all moneys and other valuable effects in the name
and to the credit of the Corporation in such depositories as may be designated
by the Board of Directors. The Treasurer shall disburse the funds of the
Corporation as may be ordered by the Board, taking proper vouchers for such
disbursements, and shall render to the President and Directors, at the regular
meetings of the Board, or whenever they may require it, an account of all
transactions as Treasurer and of the financial condition of the Corporation. If
required by the Board of Directors, the Treasurer shall give the Corporation a
bond for such term, in such sum and with such surety or sureties as shall be
satisfactory to the Board for the faithful performance of the duties of such
office and for the restoration to the Corporation, in case of such person's
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in such person's possession
or under such person's control belonging to the Corporation.

                                   ARTICLE IV
                       CORPORATE SEAL AND CORPORATE BOOKS

          The corporate seal shall be in such form as the Board of Directors
shall prescribe. The books of the Corporation may be kept within or without the
State of Delaware, at such place or places as the Board of Directors may, from
time to time, determine.

                                   ARTICLE V
                                   FISCAL YEAR

          The fiscal year of the Corporation shall be fixed, and shall be
subject to change, by the Board of Directors. Initially, the fiscal year shall
be the year ended December 31.

                                   ARTICLE VI
                                    INDEMNITY

          (a) Any person who was or is a party or threatened to be made a party
to any threatened, pending, or completed action, suit, or proceeding, whether
civil, criminal, administrative, or investigative (other than an action by or in
the right of the Corporation) by reason of the fact that he or she is or was a
Director, officer, employee, or agent of the Corporation or is or was serving at
the request of the Corporation as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust, or other enterprise
(including employee benefit plans) (hereinafter, an "indemnitee"), shall be
indemnified and held harmless by the Corporation to the fullest extent
authorized by the General Corporation Law, as the same exists or may hereafter
be amended (but, in the case of any such amendment, only to the extent that such
amendment permits the Corporation to provide broader indemnification than
permitted prior thereto), against expenses (including attorneys' fees),
judgments, fines, and amounts paid in settlement actually and reasonably
incurred by such indemnitee in connection with such action, suit, or proceeding,
if the indemnitee acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the Corporation, and
with respect to any criminal action or proceeding, had no reasonable cause to
believe such conduct was unlawful. The termination of the proceeding, whether by
judgment, order, settlement, conviction, or upon a plea of NOLO CONTENDERE or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he or she reasonably believed to be
in or not opposed to the best interests of the Corporation and, with respect to
any criminal action or proceeding, had reasonable cause to believe such conduct
was unlawful.

          (b) Any person who was or is a party or is threatened to be made a
party to any threatened, pending, or completed action or suit by or in the right
of the Corporation to procure a judgment in its favor by reason of the fact that
he or she is or was a Director, officer, employee, or agent of the Corporation,
or is or was serving at the request of the Corporation as a director, officer,
employee, or agent of another Corporation, partnership, joint venture, trust, or
other enterprise (including employee benefit plans) shall be indemnified and
held harmless by the Corporation to the fullest extent authorized by the General
Corporation Law, as the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification than permitted prior thereto),
against expenses (including attorneys' fees) actually and reasonably incurred by
him or her in connection with the defense or settlement of such action or suit
if he or she acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interests of the Corporation and except that
no indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Corporation
unless and only to the extent that the Court in which such suit or action was
brought, shall determine, upon application, that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which such court
shall deem proper.

          (c) All reasonable expenses incurred by or on behalf of the indemnitee
in connection with any suit, action, or proceeding, may be advanced to the
indemnitee by the Corporation to the extent permitted under the General
Corporation Law.

          (d) The rights to indemnification and to advancement of expenses
conferred in this article shall not be exclusive of any other right which any
person may have or hereafter acquire under any statute, the Certificate of
Incorporation, a By-Law of the Corporation, agreement, vote of stockholders or
disinterested Directors, or otherwise.

          (e) The indemnification and advancement of expenses provided by this
article shall continue as to a person who has ceased to be a Director, officer,
employee, or agent and shall inure to the benefit of the heirs, executors, and
administrators of such person.

                                  ARTICLE VII
                                   AMENDMENTS

          The By-Laws may be amended, added to, rescinded, or repealed at any
meeting of the Board of Directors or of the stockholders, provided that notice
of the proposed change was given in the notice of the meeting; provided,
HOWEVER, that only stockholders of the Company may amend or repeal any By-Laws
adopted by such stockholders.


<PAGE>

                                PLAN SUPPLEMENT

                                   EXHIBIT H

                                       TO

                             REORGANIZATION PLAN OF
                         AMERICAN BANKNOTE CORPORATION

                             NEW WARRANT AGREEMENT
<PAGE>

                                WARRANT AGREEMENT



                                     between


                          AMERICAN BANKNOTE CORPORATION


                                       and


                                       [ ]


                                as Warrant Agent





                            311,241 Series 1 Warrants
                            311,240 Series 2 Warrants


                               Dated as of _______, 2000

<PAGE>

                                TABLE OF CONTENTS

                                                                            Page


ARTICLE 1     DEFINITIONS.....................................................1

ARTICLE 2     ISSUANCE OF WARRANTS............................................4
     2.1      Initial Issuance................................................4
     2.2      Initial Share Amount............................................4
     2.3      Form Of Warrant Certificates....................................5
     2.4      Execution Of Warrant Certificates...............................5
     2.5      Countersignature Of Warrant Certificates........................5

ARTICLE 3     EXERCISE PERIOD.................................................5
     3.1      Series 1 Warrant and Series 2 Warrants..........................5

ARTICLE 4     EXERCISE PRICES.................................................6
     4.1      Series 1........................................................6
     4.2      Series 2........................................................6

ARTICLE 5     EXERCISE OF WARRANTS............................................6
     5.1      Manner Of Exercise..............................................6
     5.2      When Exercise Effective.........................................6
     5.3      Delivery Of Certificates, Etc...................................6
     5.4      Fractional Shares...............................................7

ARTICLE 6     ADJUSTMENT OF THE AMOUNT OF COMMON STOCK ISSUABLE AND THE
                 EXERCISE PRICES UPON EXERCISE................................7
     6.1      Stock Dividends, Split-ups, And Combinations Of Shares..........7
     6.2      Distributions...................................................7
     6.3      Exercise Price Adjustment.......................................8
     6.4      Adjustments For Mergers And Consolidations......................8
     6.5      Calculation To Nearest Cent And One-hundredth Of Share..........8
     6.6      Notice Of Adjustment In Exercise Price..........................9
     6.7      Other Notices...................................................9
     6.8      No Change In Warrant Terms On Adjustment:  No Adjustment
                for Distributions under the Plan..............................9
     6.9      Treasury Shares.................................................9

ARTICLE 7     CONSOLIDATION, MERGER, ETC.....................................10

ARTICLE 8     NO DILUTION OR IMPAIRMENT......................................10

ARTICLE 9     REPORTS........................................................10

ARTICLE 10    NOTIFICATION OF CERTAIN EVENTS.................................11
     10.1     Corporate Action...............................................11
     10.2     Available Information..........................................12

ARTICLE 11    RESERVATION OF STOCK...........................................12
     11.1     Reservation; Due Authorization, Etc............................12
     11.2     Compliance With Law............................................12

ARTICLE 12    PAYMENT OF TAXES...............................................12

ARTICLE 13    LOSS OR MUTILATION.............................................13

ARTICLE 14    WARRANT REGISTRATION...........................................13
     14.1     Registration...................................................13
     14.2     Transfer Or Exchange...........................................13
     14.3     Valid And Enforceable..........................................14
     14.4     Endorsement....................................................14
     14.5     No Service Charge..............................................14
     14.6     Cancellation...................................................14

ARTICLE 15    WARRANT AGENT..................................................14
     15.1     Obligations Binding............................................14
     15.2     No Liability...................................................14
     15.3     Instructions...................................................15
     15.4     Agents.........................................................15
     15.5     Cooperation....................................................15
     15.6     Agent Only.....................................................15
     15.7     Right To Counsel...............................................15
     15.8     Compensation...................................................15
     15.9     Accounting.....................................................16
     15.10    No Conflict....................................................16
     15.11    Resignation; Termination.......................................16
     15.12    Change Of Warrant Agent........................................17
     15.13    Successor Warrant Agent........................................17

ARTICLE 16    REMEDIES, ETC..................................................17
     16.1     Remedies.......................................................17
     16.2     Warrant Holder Not Deemed A Stockholder........................17
     16.3     Right Of Action................................................17

ARTICLE 17    MISCELLANEOUS..................................................18
     17.1     Notices........................................................18
     17.2     Governing Law And Consent To Forum.............................18
     17.3     Benefits Of This Agreement.....................................18
     17.4     Agreement Of Holders Of Warrant Certificates...................19
     17.5     Counterparts...................................................19
     17.6     Amendments.....................................................19
     17.7     Consent To Jurisdiction........................................19
     17.8     Headings.......................................................20

<PAGE>

                                    EXHIBITS

Exhibit A: Form of Series 1 Warrant Certificate

Exhibit B: Form of Series 2 Warrant Certificate

<PAGE>
                                WARRANT AGREEMENT

     THIS WARRANT AGREEMENT, is made and entered into as of ___________, 2000
(the "Agreement"), by and between AMERICAN BANKNOTE CORPORATION, a Delaware
corporation (the "Company"), and [ ], as Warrant Agent (the "Warrant Agent").

                                   WITNESSETH:

     WHEREAS, in connection with the financial restructuring of the Company
pursuant to its plan of reorganization (the "Plan") and pursuant to its Chapter
11 Case (as defined herein), the Company proposes to issue two series of
warrants which, in the aggregate, are exercisable to purchase up to 622,481
shares of Common Stock (as defined herein), subject to adjustment as provided
herein (the "Warrants"), to the holders of the Company's Old Preferred Stock,
Old Common Stock, and Securities Claims (each as defined herein) in exchange for
such Old Preferred Stock, Old Common Stock, and Securities Claims; and

     WHEREAS, the Company desires the Warrant Agent to act on behalf of the
Company, and the Warrant Agent is willing to act, in connection with the
issuance, transfer, exchange, replacement, and exercise of the Warrant
Certificates and other matters as provided herein; and

     WHEREAS, the Company desires to enter into this Agreement to set forth the
terms and conditions of the Warrants and the rights of the holders thereof,

     NOW, THEREFORE, in consideration of the foregoing premises and of the
mutual agreements set forth herein, the Company and the Warrant Agent hereby
agree as follows:

                                   ARTICLE 1

                                   DEFINITIONS

     As used herein, the following terms shall have the respective meanings set
forth below. Whenever the context requires, such terms shall include the plural
as well as the singular number.

     "AFFILIATE" means with respect to any Person, any Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such Person. For purposes of this definition, (a) "control" when
used with respect to any Person means the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership
of voting Common Stock (or equivalent equity interests), by contract or
otherwise, and the terms "controlling" or "controlled" have meanings correlative
to the foregoing, and (b) a subsidiary of a Person is an Affiliate of such
Person and of each other subsidiary of that Person.

     "AGREEMENT" means this Warrant Agreement, as the same may be amended or
modified from time to time hereafter.

     "BANKRUPTCY CODE" means title 11 of the United States Code.

     "BANKRUPTCY COURT" means the United States Bankruptcy Court for the
Southern District of New York.

     "BUSINESS DAY" means each Monday, Tuesday, Wednesday, Thursday, and Friday
which is not a day on which banking institutions in New York, New York are
authorized or obligated by law or executive order to close; PROVIDED THAT, in
determining the period within which certificates or Warrants are to be issued
and delivered at a time when shares of Common Stock (or Other Securities) are
listed or admitted to trading on any national securities exchange or in the
over-the-counter market and in determining the Fair Value of any securities
listed or admitted to trading on any national securities exchange or in the
over-the-counter market, "Business Day" shall mean any day when the principal
exchange on which such securities are then listed or admitted to trading is open
for trading or, if such securities are traded in the over-the-counter market in
the United States, such market is open for trading; and PROVIDED, FURTHER, that
any reference in this Agreement to "days" (unless Business Days are specified)
shall mean calendar days.

     "CHAPTER 11 CASE" means the case under Chapter 11 of the Bankruptcy Code
concerning the Company which was commenced on December 8, 1999.

     "COMMON STOCK" means the Company's Common Stock, par value $.01 per share,
as authorized from and after the Consummation Date.

     "COMMISSION" means the Securities and Exchange Commission or any other
Federal agency at the time administering the Securities Act or the Exchange Act,
whichever is the relevant statute for the particular purpose.

     "COMPANY" means American Banknote Corporation, a Delaware corporation.

     "CONSUMMATION DATE" has the meaning specified in the Plan.

     "EXCHANGE ACT" means the Securities Exchange Act of 1934, or any successor
Federal statute, and the rules and regulations of the Commission thereunder, all
as the same shall be amended and in effect at the time. Reference to a
particular section of the Securities Exchange Act of 1934 shall include a
reference to the comparable section, if any, of any such successor Federal
statute.

     "EXERCISE PERIOD" has the meaning specified in Article 3.

     "EXERCISE PRICE" has the meaning specified in Article 4.

     "FAIR VALUE" means (a) with respect to Common Stock or any Other Security,
in each case if such security is listed on one or more stock exchanges or quoted
on the National Market System or SmallCap Market of NASDAQ (the "NASDAQ
Market"), the average of the closing sales prices of a share of such Common
Stock or, if an Other Security in the minimum denomination in which such
security is traded, on the primary national or regional stock exchange on which
such security is listed or on the NASDAQ Market if quoted thereon or (b) if the
Common Stock or Other Security, as the case may be, is not so listed or quoted
but is traded in the over-the-counter market (other than the NASDAQ Market), the
average of the closing bid and asked prices of a share of such Common Stock or
Other Security, in each case for the 30 Business Days (or such lesser number of
Business Days as such Common Stock or other security shall have been so listed,
quoted or traded) next preceding the date of measurement; PROVIDED, HOWEVER,
that if no such sales price or bid and asked prices have been quoted during the
preceding 30-day period or there is otherwise no established trading market for
such security, then "Fair Value" means the value of such Common Stock or Other
Security as determined reasonably and in good faith by the Board of Directors of
the Company; and PROVIDED, FURTHER, HOWEVER, that in the event the current
market price of a share of such Common Stock or of the minimum traded
denomination of such Other Security is determined during a period following the
announcement by the Company of (x) a dividend or distribution on the Common
Stock or Other Security payable in shares of Common Stock or in such Other
Security, or (y) any subdivision, combination, or reclassification of the Common
Stock or Other Security, and prior to the expiration of 30 Business Days after
the ex-dividend date for such dividend or distribution, or the record date for
such subdivision, combination, or reclassification, there and in each such case,
the "Fair Value" shall be appropriately adjusted to take into account
ex-dividend trading. Anything herein to the contrary notwithstanding, in case
the Company shall issue any shares of Common Stock, rights, options, or Other
Securities in connection with the acquisition by the Company of the stock or
assets of any other Person or the merger of any other Person into the Company,
the Fair Value of the Common Stock or Other Securities so issued shall be
determined as of the date the number of shares of Common Stock, rights, options,
or Other Securities was determined (as set forth in a written agreement between
the Company and the other party to the transaction) rather than on the date of
issuance of such shares of Common Stock, rights, option or Other Securities.

     "OLD COMMON STOCK" means the Company's common stock, par value $.01 per
share, outstanding as of the date of the Company's filing of the petition
commencing the Chapter 11 Case.

     "OLD PREFERRED STOCK" means the Company's series B preferred stock, par
value $.01, outstanding as of the date of the Company's filing of the petition
commencing the Chapter 11 Case.

     "ORIGINAL ISSUE DATE" has the meaning specified in Section 2.1.

     "OTHER SECURITIES" means any stock (other than Common Stock) and other
securities of the Company or any other Person (corporate or otherwise) that the
holders of the Warrants at any time shall be entitled to receive or shall have
received, upon the exercise of the Warrants, in lieu of or in addition to Common
Stock, or that at any time shall be issuable or shall have been issue in
exchange for or in replacement of Common Stock or Other Securities.

     "PERSON" means any individual, partnership, association, joint venture,
corporation, business trust, unincorporated organization, government, or
department, agency or subdivision thereof, or other person or entity.

     "PLAN" means the reorganization plan of the Company, as confirmed by order
of the Bankruptcy Court entered on _____________, 2000.

     "PUBLIC OFFERING" means any offering of Common Stock (or Other Securities)
to the public pursuant to an effective registration statement under the
Securities Act.

     "RIGHTS OFFERING" has the meaning ascribed to such term in the Plan.

     "SECURITIES ACT" means the Securities Act of 1933, or any successor Federal
statute, and the rules and regulations of the Commission thereunder, all as the
same shall be amended and in effect at the time.

     "SECURITIES CLAIMS" means means any and all claims (as defined in section
101(5) of the Bankruptcy Code) against the Company for fraud, misrepresentation,
rescission, reimbursement, contribution, indemnification, or damages arising
from, under, or in connection with (a) all agreements entered into by ABN in
connection with the issuance of any equity security (as defined in section
101(16) of the Bankruptcy Code) of the Company or of American Bank Note
Holographics, Inc. ("ABNH") and (b) the purchase or sale of any equity security
of the Company or ABNH.

     "SERIES 1 WARRANTS" means the Company's Series 1 Warrants to purchase up to
an aggregate of 311,241 shares of Common Stock at the Exercise Price specified
herein, subject to adjustment as provided herein, issued in exchange for the Old
Preferred Stock, Old Common Stock, and Securities Claims pursuant to the Plan.

     "SERIES 2 WARRANTS" means the Company's Series 2 Warrants to purchase up to
an aggregate of 311,240 shares of Common Stock at the Exercise Price specified
herein, subject to adjustment as provided herein, issued in exchange for the Old
Preferred Stock, Old Common Stock, and Securities Claims pursuant to the Plan.

     "WARRANT AGENT" means [ ].

     "WARRANT CERTIFICATES" has the meaning specified in Section 2.3.

     "WARRANTS" means, collectively, the two series of the Company's Warrants to
purchase up to an aggregate of 622,481 shares of Common Stock at the Exercise
Price specified for each such series, subject to adjustment as provided herein,
issued in exchange for the Old Preferred Stock, Old Common Stock, and Securities
Claims pursuant to the Plan.

                                   ARTICLE 2

                              ISSUANCE OF WARRANTS

     2.1 INITIAL ISSUANCE. On the date hereof (the "Original Issue Date"), which
is also the Consummation Date, the Company shall, pursuant to the Plan, deliver
to the Company's disbursing agent under the Plan for re-distribution to the
holders of the Old Common Stock, Old Preferred Stock, and Securities Claims, a
global certificate for an aggregate of 311,241 Series 1 Warrants and a global
certificate for an aggregate of 311,240 Series 2 Warrants.

     2.2 INITIAL SHARE AMOUNT. The number of shares of Common Stock purchasable
upon exercise of the Warrants shall be one (1) Warrant to one (1) share of
Common stock, subject to adjustments from and after the Original Issue Date as
provided in Article 6 of this Agreement.

     2.3 FORM OF WARRANT CERTIFICATES. The Series 1 Warrants and Series 2
Warrants shall be evidenced, respectively, by certificates substantially in the
forms attached hereto as Exhibit A and Exhibit B (the "Warrant Certificates").
Each Warrant Certificate shall be dated as of the date on which it is
countersigned by the Warrant Agent, which shall be on the Original Issue Date
or, in the event of a division, exchange, substitution or transfer of any of the
Warrants, on the date of such event. The Warrant Certificate may have such
further legends and endorsements stamped, printed, lithographed, or engraved
thereon as the Company may deem appropriate and as are not inconsistent with the
provisions of this Agreement, or as may be required to comply with any law or
with any rule or regulation pursuant thereto or with any rule or regulation of
any securities exchange on which the Warrants may be listed.

     2.4 EXECUTION OF WARRANT CERTIFICATES. Warrant Certificates shall be
executed on behalf of the Company by its Chairman of the Board, Vice Chairman of
the Board, President, any Vice President, Treasurer or Secretary, either
manually or by facsimile signature printed thereon. In case any such officer of
the Company whose signature shall have been placed upon any Warrant Certificate
shall cease to be such officer of the Company before countersignature by the
Warrant Agent or issuance and delivery thereof, such Warrant Certificate
nevertheless may be countersigned by the Warrant Agent and issued and delivered
with the same force and effect as though such person had not ceased to be such
officer of the Company.

     2.5 COUNTERSIGNATURE OF WARRANT CERTIFICATES. Warrant Certificates shall be
manually countersigned by an authorized signatory of the Warrant Agent and shall
not be valid for any purpose unless so countersigned. Such manual
countersignature shall constitute conclusive evidence of such authorization. The
Warrant Agent is hereby authorized to countersign, in accordance with the
provisions of this Section 2.5, and deliver any new Warrant Certificates, as
directed by the Company pursuant to Section 2.1 and as and when required
pursuant to the provisions of Articles 13 and 14. Each Warrant Certificate
shall, when manually countersigned by an authorized signatory of the Warrant
Agent, entitle the registered holder thereof to exercise the rights as the
holder of the number of Warrants set forth thereon, subject to the provisions of
this Agreement.

                                   ARTICLE 3

                                 EXERCISE PERIOD

     3.1 SERIES 1 WARRANT AND SERIES 2 WARRANTS. Each Series 1 Warrant and
Series 2 Warrant shall entitle the holder thereof to purchase from the Company
one (1) share of Common Stock (subject to the adjustments provided herein), at
any time during the five (5) year period that commences on the First Business
Day that is one (1) day after the Original Issue Date, and that terminates at
5:00 p.m., New York City time on the First Business Day that is five (5) years
after the Original Issue Date (the "Exercise Period").

                                   ARTICLE 4

                                 EXERCISE PRICES

     4.1 SERIES 1. The Exercise Price for the Series 1 Warrants shall be $10.00
per share of Common Stock (subject to adjustment pursuant to Article 6 hereof).

     4.2 SERIES 2. The Exercise Price for the Series 2 Warrants shall be $12.50
per share of Common stock (subject to adjustment pursuant to Article 6 hereof).

                                   ARTICLE 5

                              EXERCISE OF WARRANTS

     5.1 MANNER OF EXERCISE. All or any of the Warrants represented by a Warrant
Certificate may be exercised by the registered holder thereof during normal
business hours on any Business Day, by surrendering such Warrant Certificate,
with the subscription form set forth therein duly executed by such holder, by
hand or by mail to the Warrant Agent at its office addressed to [ ], [ ] , or,
if such exercise shall be in connection with an underwritten Public Offering, at
the location designated by the Company. Such Warrant Certificate shall be
accompanied by payment in respect of each Warrant that is exercised, which shall
be made by certified or official bank or bank cashier's check payable to the
order of the Company, except as otherwise provided herein. Such payment shall be
in an amount equal to the product of the number of shares of Common Stock
(without giving effect to any adjustment therein) designated in such
subscription form multiplied by the original Exercise Price for the Series of
Warrants being exercised (plus such additional consideration as may be provided
herein). Upon such surrender and payment, such holder shall thereupon be
entitled to receive the number of duly authorized, validly issued, fully paid
and nonassessable shares of Common Stock (or Other Securities) determined as
provided in Articles 2 and 3, and as and if adjusted pursuant to Article 6.

     5.2 WHEN EXERCISE EFFECTIVE. Each exercise of any Warrant pursuant to
Section 5.1 shall be deemed to have been effected immediately prior to the close
of business on the Business Day on which the Warrant Certificate representing
such Warrant, duly executed, with accompanying payment shall have been delivered
as provided in Section 5.1, and at such time the Person or Persons in whose name
or names the certificate or certificates for Common Stock (or Other Securities)
shall be issuable upon such exercise as provided in Section 5.3 shall be deemed
to have become the holder or holders of record thereof.

     5.3 DELIVERY OF CERTIFICATES, ETC. (a) As promptly as practicable after the
exercise of any Warrant, and in any event within five (5) Business Days
thereafter (or, if such exercise is in connection with an underwritten Public
Offering, concurrently with such exercise), the Company at its expense (other
than as to payment of transfer taxes which will be paid by the holder) will
cause to be issued and delivered to such holder, or as such holder may otherwise
direct in writing (subject to Article 13),

               (i) a certificate or certificates for the number of shares of
          Common Stock (or Other Securities) to which such holder is entitled,
          and

               (ii) if less than all the Warrants represented by a Warrant
          Certificate are exercised, a new Warrant Certificate or Warrant
          Certificates of the same tenor and for the aggregate number of
          Warrants that were not exercised, executed, and countersigned in
          accordance with Sections 2.4 and 2.5.

          (b) The Warrant Agent shall countersign any new Warrant Certificate,
register it in such name or names as may be directed in writing by such holder,
and shall deliver it to the person entitled to receive the same in accordance
with this Section 5.3. The Company, whenever required by the Warrant Agent, will
supply the Warrant Agent with Warrant Certificates executed on behalf of the
Company for such purpose.

     5.4 FRACTIONAL SHARES. No fractional shares of Common Stock (or Other
Securities) shall be issued upon any exercise of Warrants. If more than one
Warrant Certificate shall be delivered for exercise at one time by the same
holder, the number of full shares or securities that shall be issuable upon
exercise shall be computed on the basis of the aggregate number of Warrants
exercised. As to any fraction of a share of Common Stock (or Other Securities),
the Company shall pay a cash adjustment in respect thereto in an amount equal to
the product of the Fair Value per share of Common Stock (or Other Securities) as
of the Business Day next preceding the date of such exercise multiplied by such
fraction of a share.

                                   ARTICLE 6

    ADJUSTMENT OF THE AMOUNT OF COMMON STOCK ISSUABLE AND THE EXERCISE PRICES
                                 UPON EXERCISE

     6.1 STOCK DIVIDENDS, SPLIT-UPS, AND COMBINATIONS OF SHARES. If after the
date hereof the number of outstanding shares of Common Stock is increased by a
dividend, share distribution, or split up, in each case payable in shares of
Common Stock, or if the number of outstanding shares of Common Stock is combined
into a smaller number of such shares or in the event of any other
reclassification of shares of Common Stock (other than a reclassification in
connection with a merger, consolidation, or other business combination which
will be governed by Section 6.4), then the number of shares of Common Stock
issuable upon exercise of each Warrant immediately after the occurrence of any
such event shall be adjusted so that the holder of each Warrant shall be
entitled to receive the kind and number of shares of Common Stock (or Other
Securities) of the Company which such holder would have been entitled to receive
upon the occurrence of such event had such Warrant been exercised immediately
prior thereto or any record date with respect thereto (with any record date
requirement being deemed to have been satisfied). Any adjustment made pursuant
to this Section 6.1 shall become effective immediately after the effective date
of such event retroactive to the record date, if any, for such event.

     6.2 DISTRIBUTIONS. If after the date hereof the Company shall distribute to
all holders of its shares of Common Stock evidences of its indebtedness or
assets (excluding cash distributions made as a dividend payable out of earnings
or out of surplus legally available for dividends under the laws of the
jurisdiction of incorporation of the Company) or rights to subscribe to shares
of Common Stock expiring more than 45 days after the issuance thereof, then in
each such case the Exercise Price in effect immediately prior to such
distribution shall be decreased to an amount determined by multiplying such
Exercise Price by a fraction, the numerator of which is the Fair Value of a
share of the Common Stock at the date of such distribution less the Fair Value
per share of Common Stock outstanding at such date of the assets or evidences of
indebtedness so distributed or of such subscription rights (as determined by the
board of directors of the Company, whose determination shall be conclusive, and
described in a statement filed with the Warrant Agent) and the denominator of
which is the Fair Value of a share of Common Stock at such date. Such adjustment
shall be made whenever any such distribution is made, and shall become effective
retroactively on the date immediately after the record date for the
determination of stockholders entitled to receive such distribution.

     6.3 EXERCISE PRICE ADJUSTMENT. Whenever the number of shares of Common
Stock (or Other Securities) into which a Warrant is exercisable is adjusted as
provided in this Article 6, then the Exercise Price payable upon exercise of the
Warrant shall simultaneously be adjusted by multiplying such Exercise Price
immediately prior to such adjustment by a fraction, the numerator of which shall
be the number of shares of Common Stock (or Other Securities) into which such
Warrant was exercisable immediately prior to such adjustment, and the
denominator of which shall be the number of shares of Common Stock (or Other
Securities) into which such Warrant was exercisable immediately thereafter.

     6.4 ADJUSTMENTS FOR MERGERS AND CONSOLIDATIONS. In case the Company, after
the date hereof, shall merge or consolidate with another Person, then, in the
case of any such transaction, proper provision shall be made so that, upon the
basis and terms and in the manner provided in this Warrant Agreement, the
holders of the Warrants, upon the exercise thereof at any time after the
consummation of such transaction (subject to the Exercise Period), shall at the
election of the Company made prior to the consummation of such transaction be
entitled to receive (at the aggregate Exercise Price in effect at the time of
the transaction for all Common Stock or Other Securities issuable upon such
exercise immediately prior to such consummation), in lieu of the Common Stock or
Other Securities issuable upon such exercise prior to such consummation, either
(a) the amount of securities, cash, or other property to which such holder would
have been entitled as a holder of Common Stock (or Other Securities) upon such
consummation if such holder had exercised the rights represented by the Warrants
held by such holder immediately prior thereto (which in the case of a
transaction in which stockholders may elect to receive different consideration
shall be deemed to be the consideration received by stockholders who fail to
make an election), subject to adjustments (subsequent to such consummation) as
nearly equivalent as possible to the adjustments provided for in Sections 6.1
and 6.2 hereof, or (b) the excess, if any, of the Fair Value of all Common Stock
or Other Securities issuable upon such exercise immediately prior to such
consummation over the aggregate Exercise Price in effect at the time of such
consummation, payable in cash promptly following such consummation. In the event
that the Company makes the election provided for in clause (b) of the
immediately preceding sentence, the Warrants shall expire upon consummation of
such transaction.

     6.5 CALCULATION TO NEAREST CENT AND ONE-HUNDREDTH OF SHARE. All
calculations under this Article 6 shall be made to the nearest cent or to the
nearest one-hundredth of a share, as the case may be.

     6.6 NOTICE OF ADJUSTMENT IN EXERCISE PRICE. Whenever the Exercise Price and
securities issuable shall be adjusted as provided in this Article 6, the Company
shall forthwith file with the Warrant Agent a statement, signed by the Chairman
of the Board, Vice Chairman of the Board, the President, or any Vice President
of the Company and by its Treasurer or an Assistant Treasurer or its Secretary
or an Assistant Secretary, stating in detail the facts requiring such
adjustment, the Exercise Price that will be effective after such adjustment and
the impact of such adjustment on the number and kind of securities issuable upon
exercise of the Warrants. The Company shall also cause a notice setting forth
any such adjustments to be sent by mail, first class, postage prepaid, to each
registered holder of Warrants at its address appearing on the Warrant register.
The Warrant Agent shall have no duty with respect to any statement filed with it
except to keep the same on file and available for inspection by registered
holders of Warrants during reasonable business hours. The Warrant Agent shall
not at any time be under any duty or responsibility to any holder of a Warrant
to determine whether any facts exist which may require any adjustment to the
Exercise Price or securities issuable, or with respect to the nature or extent
of any adjustment of the Exercise Price or securities issuable when made or with
respect to the method employed in making such adjustment.

     6.7 OTHER NOTICES. In case the Company after the date hereof shall propose
to take any action of the type described in Sections 6.1, 6.2, or 6.3 of this
Article 6, the Company shall give notice to the Warrant Agent and to each
registered holder of a Warrant in the manner set forth in Section 6.6 of this
Article 6, which notice shall specify, in the case of action of the type
specified in Section 6.2 or 6.3, the date on which a record shall be taken with
respect to any such action. Such notice shall be given, in the case of any
action of the type specified in Section 6.2 or 6.3, at least ten (10) days prior
to the record date with respect thereto. Failure to give such notice, or any
defect therein, shall not affect the legality or validity of any such action.
Where appropriate, such notice may be given in advance and may be included as
part of a notice required to be mailed under the provisions of Section 6.6 of
this Article 6.

     6.8 NO CHANGE IN WARRANT TERMS ON ADJUSTMENT: NO ADJUSTMENT FOR
DISTRIBUTIONS UNDER THE PLAN. Irrespective of any adjustments in the Exercise
Price or the number of shares of Common Stock (or any inclusion of Other
Securities) issuable upon exercise, Warrants theretofore or thereafter issued
may continue to express the same prices and number of shares as are stated in
the similar Warrants issuable initially, or at some subsequent time, pursuant to
this Agreement, and the Exercise Price and such number of shares issuable upon
exercise specified thereon shall be deemed to have been so adjusted. Without
limiting the foregoing, no adjustment shall be made pursuant to this Article 6
by reason of the issuance of shares of Common Stock pursuant to the Plan or the
Rights Offering or upon exercise of the Warrants or any stock options issued
pursuant to or as permitted by the Plan.

     6.9 TREASURY SHARES. Shares of Common Stock at any time owned by the
Company shall not be deemed to be outstanding for the purposes of any
computation under this Article 6.

                                   ARTICLE 7

                           CONSOLIDATION, MERGER, ETC.

     Notwithstanding anything contained herein to the contrary, the Company will
not effect a merger or consolidation unless, prior to the consummation of such
transaction, each Person (other than the Company) which may be required to
deliver any Common Stock, Other Securities, securities, cash, or property upon
the exercise of this Warrant as provided herein shall assume, by written
instrument delivered to the Warrant Agent, the obligations of the Company under
this Warrant Agreement and under each of the Warrants, including, without
limitation, the obligation to deliver such shares of Common Stock, Other
Securities, cash, or property as may be required pursuant to Article 6 hereof.

                                   ARTICLE 8

                            NO DILUTION OR IMPAIRMENT

     The Company will not, by amendment of its certificate of incorporation or
through any consolidation, merger, reorganization, transfer of assets,
dissolution, issuance or sale of securities, or any other voluntary action or
omission, avoid or seek to avoid the observance or performance of any of the
terms of this Agreement or any of the Warrants issued hereunder, but will at all
times in good faith observe and perform all such terms and take all such action
as may be necessary or appropriate to protect the rights of each holder of a
Warrant against dilution or other impairment of the kind specified herein,
PROVIDED, HOWEVER, that, subject to compliance with the applicable provisions of
this Agreement, the Company shall not be prohibited by this Article 8 or by any
provision of this Agreement from making decisions providing for, INTER ALIA, the
merger or consolidation of the Company or the sale of its assets which
transactions, in the judgment of the Company's board of directors, are in the
best interests of the Company and its stockholders. Without limiting the
generality of the foregoing, the Company (a) will not permit the par value of
any shares of stock receivable upon the exercise of any Warrant to exceed the
amount payable therefor upon such exercise, (b) will take all such action as may
be necessary or appropriate in order that the Company may validly and legally
issue fully paid and nonassessable shares of stock upon the exercise of all of
the Warrants from time to time outstanding, and (c) will not take any action
that results in any adjustment of the shares issuable upon exercise of the
Warrants (or which entitles the holders of the Warrants to receive Other
Securities upon such exercise) if the total number of shares of Common Stock (or
Other Securities) issuable after the action upon the exercise of all of the
Warrants would exceed the total number of shares of Common Stock (or Other
Securities) then authorized by the Company's certificate of incorporation and
available for the purpose of issuance upon such exercise.

                                   ARTICLE 9

                                     REPORTS

     In each case of any adjustment or readjustment in the shares of Common
Stock (or Other Securities) issuable upon with exercise of the Warrants, the
Company at its expense will promptly compute such adjustment or readjustment
after giving effect to such in accordance with the terms of this Agreement and
shall prepare a report setting forth such adjustment or readjustment and showing
in reasonable detail the method of calculation thereof and the facts upon which
such adjustment or readjustment is based. The Company will forthwith mail a copy
of each such report to the Warrant Agent, which shall promptly mail a copy to
each holder of a Warrant. The Warrant Agent will cause the same to be available
for inspection at its principal office during normal business hours by any
holder of a Warrant or any prospective purchaser of a Warrant designated by the
holder thereof.

                                   ARTICLE 10

                         NOTIFICATION OF CERTAIN EVENTS

     10.1 CORPORATE ACTION. In the event of:

          (a) any taking by the Company of a record of the holders of any class
of securities for the purpose of determining the holders thereof who are
entitled to receive any dividend (other than a regular periodic dividend payable
in cash out of earned surplus) or other distribution of any kind, or any right
to subscribe for, purchase, or otherwise acquire any shares of stock of any
class or any other securities or property, or to receive any other right or
interest of any kind; or

          (b) (i) any capital reorganization of the Company, (ii) any
reclassification of the capital shares of the Company (other than change in par
value or from par value to no par value or from no par value to par value or as
a result of a split-up or combination), (iii) the consolidation or merger of the
Company with or into any other corporation (other than a consolidation or merger
in which the Company is the continuing corporation and which does not result in
any change in the shares of Common Stock), (iv) the sale of the properties and
assets of the Company as, or substantially as, an entirety to another Person, or
(v) an exchange offer for Common Stock (or Other Securities); or

          (c) the voluntary or involuntary dissolution, liquidation, or winding
up of the Company, the Company shall cause to be filed with the Warrant Agent
and mailed to each holder of a Warrant a notice specifying (x) the date or
expected date on which any such record is to be taken for the purpose of such
dividend, distribution, rights, event, transaction, or amendment (or vote
thereon) and the amount and character of any such dividend, distribution,
exchange, rights, or vote, or, if a record is not to be taken, the date as of
which the holders of Common Stock of record to be entitled to such dividend,
distribution, exchange, or rights are to be determined, and the amount and
character of such dividend, distribution, or rights, or (y) the date or expected
date on which any such reorganization, reclassification, recapitalization,
consolidation, merger, sale, transfer, exchange offer, dissolution, liquidation,
or winding up is expected to become effective, and the time, if any such time is
to be fixed, as of which holders of record of Common Stock (or Other Securities)
shall be entitled to exchange their shares of Common Stock (or Other Securities)
for the securities or other property deliverable upon such reorganization,
reclassification, recapitalization, consolidation, merger, sale, transfer,
exchange offer, dissolution, liquidation, or winding up. Such notice shall be
delivered not less than twenty (20) days prior to such date therein specified,
in the case of any such date referred to in clause (x) of the preceding
sentence, and not less than thirty (30) days prior to such date therein
specified, in the case of any such date referred to in clause (y) of the
preceding sentence. Failure to give such notice within the time provided or any
defect therein shall not affect the legality or validity of any such action.

     10.2 AVAILABLE INFORMATION. The Company shall promptly file with the
Warrant Agent copies of its annual reports and of the information, documents and
other reports (or copies of such portions of any of the foregoing as the
Commission may by rules and regulations prescribe) that the Company is required
to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act.
If the Company is not required to make such filings, the Company shall promptly
deliver to the Warrant Agent copies of any annual, quarterly, or other reports
and financial statements that are provided to any holders of equity or debt
securities of the Company (other than bank debt) in their capacity as holders of
such securities.

                                   ARTICLE 11

                              RESERVATION OF STOCK

     11.1 RESERVATION; DUE AUTHORIZATION, ETC. The Company shall at all times
reserve and keep available, free from preemptive rights, out of its authorized
but unissued Common Stock (or out of authorized Other Securities), solely for
issuance and delivery upon exercise of Warrants, the full number of shares of
Common Stock (and Other Securities) from time to time issuable upon exercise of
all Warrants and any other outstanding warrants, options, or similar rights,
from time to time outstanding. All shares of Common Stock (and Other Securities)
shall be duly authorized and, when issued upon such exercise, shall be duly and
validly issued, and (in the case of shares) fully paid and nonassessable, and
free from all taxes, liens, charges, security interests, encumbrances, and other
restrictions created by or through the Company.

     11.2 COMPLIANCE WITH LAW. The Company will use its best efforts, at its
expense and on a continual basis, to assure that all shares of Common Stock (and
Other Securities) that may be issued upon exercise of Warrants may be so issued
and delivered without violation of any Federal or state securities law or
regulation, or any other law or regulation applicable to the Company or any of
its subsidiaries, PROVIDED THAT with respect to any such exercise involving a
sale or transfer of Warrants or any such securities issuable upon such exercise,
the Company shall have no obligation to register such Warrants or securities
under any such securities law.

                                   ARTICLE 12

                                PAYMENT OF TAXES

     The Company will pay any and all documentary stamp or similar issue taxes
payable to the United States of America or any State, or any political
subdivision or taxing authority thereof or therein, in respect of the issuance
or delivery of shares of Common Stock (or Other Securities) on exercise of
Warrants, PROVIDED, that the Company shall not be required to pay any tax that
may be payable in respect of any transfer of a Warrant or any transfer involved
in the issuance and delivery of Common Stock (or Other Securities) in a name
other than that of the registered holder of the Warrants to be exercised, and no
such issuance or delivery shall be made unless and until the person requesting
such issuance has paid to the Company the amount of any such tax or has
established, to the reasonable satisfaction of the Company, that such tax has
been paid.

                                   ARTICLE 13

                               LOSS OR MUTILATION

     Upon receipt by the Company and the Warrant Agent of evidence reasonably
satisfactory to them of the ownership of and the loss, theft, destruction, or
mutilation of any Warrant Certificate and of an indemnity bond reasonably
satisfactory to them in form or amount, and (in the case of mutilation) upon
surrender and cancellation thereof, then, in the absence of notice to the
Company or the Warrant Agent that the Warrants represented thereby have been
acquired by a bona fide purchaser, the Company shall execute and deliver to the
Warrant Agent and, upon the Company's request, an authorized signatory of the
Warrant Agent shall manually countersign and deliver, to the registered holder
of the lost, stolen, destroyed, or mutilated Warrant Certificate, in exchange
for or in lieu thereof, a new Warrant Certificate of the same tenor and for a
like aggregate number of Warrants. Upon the issuance of any new Warrant
Certificate under this Article 13, the Company may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the reasonable fees and
expenses of the Warrant Agent) in connection therewith. Every new Warrant
Certificate executed and delivered pursuant to this Article 13 in lieu of any
lost, stolen, or destroyed Warrant Certificate shall be entitled to the same
benefits of this Agreement equally and proportionately with any and all other
Warrant Certificates, whether or not the allegedly lost, stolen or destroyed
Warrant Certificate shall be at any time enforceable by anyone. The provisions
of this Article 13 are exclusive and shall preclude (to the extent lawful) all
other rights or remedies with respect to the replacement of mutilated, lost,
stolen or destroyed Warrant Certificates.

                                   ARTICLE 14

                              WARRANT REGISTRATION

     14.1 REGISTRATION. The Warrant Certificates shall be issued in registered
form only and shall be registered in the names of the record holders of the
Warrant Certificates to whom they are to be delivered. The Company shall
maintain or cause to be maintained a register in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Warrants and of transfers or exchanges of Warrant Certificates
as provided in this Agreement. Such register shall be maintained at the office
of the Company or the Warrant Agent located at the respective address therefor
as provided in Section 17.1. Such register shall be open for inspection upon
notice at all reasonable times by the Warrant Agent and each holder of a
Warrant.

     14.2 TRANSFER OR EXCHANGE. Subject to Section 2.1 hereof, at the option of
the holder, Warrant Certificates may be exchanged or transferred for other
Warrant Certificates for a like aggregate number of Warrants, upon surrender of
the Warrant Certificates to be exchanged at the office of the Company or the
Warrant Agent maintained for such purpose at the respective address therefor as
provided in Section 17.1, and upon payment of the charges herein provided.
Whenever any Warrant Certificates are so surrendered for exchange or transfer,
the Company shall execute, and an authorized signatory of the Warrant Agent
shall manually countersign and deliver, the Warrant Certificates that the holder
making the exchange is entitled to receive.

     14.3 VALID AND ENFORCEABLE. All Warrant Certificates issued upon any
registration of transfer or exchange of Warrant Certificates shall be the valid
obligations of the Company, evidencing the same obligations, and entitled to the
same benefits under this Agreement, as the Warrant Certificates surrendered for
such registration of transfer or exchange.

     14.4 ENDORSEMENT. Every Warrant Certificate surrendered for registration of
transfer or exchange shall (if so required by the Company or the Warrant Agent)
be duly endorsed, or be accompanied by an instrument of transfer in form
reasonably satisfactory to the Company and the Warrant Agent and duly executed
by the registered holder thereof or such holder's officer or representative duly
authorized in writing.

     14.5 NO SERVICE CHARGE. No service charge shall be made for any
registration of transfer or exchange of Warrant Certificates.

     14.6 CANCELLATION. Any Warrant Certificate surrendered for registration of
transfer, exchange or the exercise of the Warrants represented thereby shall, if
surrendered to the Company, be delivered to the Warrant Agent, and all Warrant
Certificates surrendered or so delivered to the Warrant Agent shall be promptly
cancelled by the Warrant Agent. Any such Warrant Certificate shall not be
reissued by the Company and, except as provided in this Article 14 in case of an
exchange or transfer, in Article 13 in case of a mutilated Warrant Certificate
and in Article 3 in case of the exercise of less than all the Warrants
represented thereby, no Warrant Certificate shall be issued hereunder in lieu
thereof. The Warrant Agent shall deliver to the Company from time to time or
otherwise dispose of such cancelled Warrant Certificates in a manner reasonably
satisfactory to the Company.

                                   ARTICLE 15

                                  WARRANT AGENT

     15.1 OBLIGATIONS BINDING. The Warrant Agent undertakes the duties and
obligations imposed by this Agreement upon the terms and conditions set forth in
this Article 15. The Company, and the holders of Warrants by their acceptance
thereof, shall be bound by all of such terms and conditions.

     15.2 NO LIABILITY. The Warrant Agent shall not by countersigning Warrant
Certificates or by any other act hereunder be accountable with respect to or be
deemed to make any representations as to the validity or authorization of the
Warrants or the Warrant Certificates (except as to its countersignature
thereon), as to the validity, authorization, or value (or kind or amount) of any
Common Stock or of any Other Securities or other property delivered or
deliverable upon exercise of any Warrant, or as to the purchase price of such
Common Stock, securities, or other property. The Warrant Agent shall not (a) be
liable for any recital or statement of fact contained herein or in the Warrant
Certificates or for any action taken, suffered, or omitted by the Warrant Agent
in good faith in the belief that any Warrant Certificate or any other document
or any signature is genuine or properly authorized, (b) be responsible for
determining whether any facts exist that may require any adjustment of the
purchase price and the number of shares of Common Stock purchasable upon
exercise of Warrants, or with respect to the nature or extent of any such
adjustments when made, or with respect to the method of adjustment employed, (c)
be responsible for any failure on the part of the Company to issue, transfer, or
deliver any Common Stock or Other Securities or property upon the surrender of
any Warrant for the purpose of exercise or to comply with any other of the
Company's covenants and obligations contained in this Agreement or in the
Warrant Certificates, or (d) be liable for any act or omission in connection
with this Agreement except for its own bad faith, negligence, or willful
misconduct.

     15.3 INSTRUCTIONS. The Warrant Agent is hereby authorized to accept
instructions with respect to the performance of its duties hereunder from the
Chairman of the Board, Vice Chairman of the Board, President, any Vice
President, Treasurer or any Assistant Treasurer of the Company, and to apply to
any such officer for advice or instructions. The Warrant Agent shall not be
liable for any action taken, suffered, or omitted by it in good faith in
accordance with the instructions of any such officer.

     15.4 AGENTS. The Warrant Agent may execute and exercise any of the rights
and powers hereby vested in it or perform any duty hereunder either itself or by
or through its attorneys, agents, or employees, provided reasonable care has
been exercised in the selection and in the continued employment of any such
attorney, agent, or employee. The Warrant Agent shall not be under any
obligation or duty to institute, appear in, or defend any action, suit, or legal
proceeding in respect hereof, but this provision shall not affect the power of
the Warrant Agent to take such action as the Warrant Agent may consider proper.
The Warrant Agent shall promptly notify the Company in writing of any claim made
or action, suit, or proceeding instituted against the Warrant Agent arising out
of or in connection with this Agreement.

     15.5 COOPERATION. The Company will perform, execute, acknowledge, and
deliver or cause to be performed, executed, acknowledged, and delivered all such
further acts, instruments, and assurances as may reasonably be required by the
Warrant Agent in order to enable the Warrant Agent to carry out or perform its
duties under this Agreement.

     15.6 AGENT ONLY. The Warrant Agent shall act solely as agent. The Warrant
Agent shall not be liable except for the performance of such duties as are
specifically set forth herein, and no implied covenants or obligations shall be
read into this Agreement against the Warrant Agent, whose duties and obligations
shall be determined solely by the express provisions hereof.

     15.7 RIGHT TO COUNSEL. The Warrant Agent may at any time consult with legal
counsel satisfactory to it (who may be legal counsel for the Company) and the
Warrant Agent shall incur no liability or responsibility to the Company or to
any Warrant holder for any action taken, suffered, or omitted by the Warrant
Agent in good faith in accordance with the opinion or advice of such counsel.

     15.8 COMPENSATION. The Company agrees to pay the Warrant Agent reasonable
compensation for its services hereunder and to reimburse the Warrant Agent for
its reasonable expenses hereunder; and further agrees to indemnify the Warrant
Agent and hold it harmless against any and all liabilities, including, but not
limited to, judgments, costs, and reasonable counsel fees for anything done,
suffered, or omitted by the Warrant Agent in the execution of its duties and
powers hereunder, except for any such liabilities that arise as a result of the
Warrant Agent's bad faith, negligence, or willful misconduct.

     15.9 ACCOUNTING. The Warrant Agent shall account promptly to the Company
with respect to Warrants exercised and concurrently pay to the Company all
moneys received by the Warrant Agent on behalf of the Company on the purchase of
shares of Common Stock (or Other Securities) through the exercise of Warrants.

     15.10 NO CONFLICT. The Warrant Agent and any stockholder, director,
officer, or employee of the Warrant Agent may buy, sell, or deal in any of the
Warrants or other securities of the Company or become pecuniarily interested in
any transaction in which the Company may be interested, or contract with or lend
money to the Company or otherwise act as fully and freely as though it were not
Warrant Agent under this Agreement. Nothing herein shall preclude the Warrant
Agent from acting in any other capacity for the Company or for any other legal
entity.

     15.11 RESIGNATION; TERMINATION. The Warrant Agent may resign its duties and
be discharged from all further duties and liabilities hereunder (except
liabilities arising as a result of the Warrant Agent's bad faith, negligence, or
willful misconduct), after giving thirty (30) days' prior written notice to the
Company. The Company may remove the Warrant Agent upon thirty (30) days' written
notice, and the Warrant Agent shall thereupon in like manner be discharged from
all further duties and liabilities hereunder, except as to liabilities arising
as a result of the Warrant Agent's bad faith, negligence, or willful misconduct.
The Company shall cause to be mailed (by first class mail, postage prepaid) to
each registered holder of a Warrant at such holder's last address as shown on
the register of the Company, at the Company's expense, a copy of such notice of
resignation or notice of removal, as the case may be. Upon such resignation or
removal the Company shall promptly appoint in writing a new warrant agent. If
the Company shall fail to make such appointment within a period of thirty (30)
days after it has been notified in writing of such resignation by the resigning
Warrant Agent or after such removal, then the holder of any Warrant may apply to
any court of competent jurisdiction for the appointment of a new warrant agent.
Pending appointment of a successor to the Warrant Agent, either by the Company
or by such a court, the duties of the Warrant Agent shall be carried out by the
Company. Any successor warrant agent, whether appointed by the Company or by
such a court, shall be a corporation, incorporated under the laws of the United
States or of any state thereof and authorized under such laws to exercise
corporate trust powers, be subject to supervision and examination by Federal or
state authority, and have a combined capital and surplus of not less than
$100,000,000 as set forth in its most recent published annual report of
condition. After acceptance in writing of such appointment by the new warrant
agent it shall be vested with the same powers, rights, duties, and
responsibilities as if it had been originally named herein as the Warrant Agent,
without any further assurance, conveyance, act, or deed; but if for any reason
it shall be necessary or expedient to execute and deliver any further assurance,
conveyance, act, or deed, the same shall be done at the expense of the Company
and shall be legally and validly executed and delivered by the resigning or
removed Warrant Agent. Not later than the effective date of any such appointment
the Company shall file notice thereof with the resigning or removed Warrant
Agent and shall forthwith cause a copy of such notice to be mailed (by first
class mail, postage prepaid) to each registered holder of a Warrant at such
holder's last address as shown on the register of the Company. Failure to give
any notice provided for in this Section 15.11, or any defect in any such notice,
shall not affect the legality or validity of the resignation of the Warrant
Agent or the appointment of a new warrant agent, as the case may be.

     15.12 CHANGE OF WARRANT AGENT. If at any time the name of the Warrant Agent
shall be changed and at such time any of the Warrant Certificates shall have
been countersigned but not delivered, the Warrant Agent may adopt the
countersignature under its prior name and deliver Warrant Certificates so
countersigned; and if at that time any of the Warrant Certificates shall not
have been countersigned, the Warrant Agent may countersign such Warrant
Certificates either in its prior name or in its changed name; and in all such
cases such Warrant Certificates shall have the full force and effect provided in
the Warrant Certificates and this Agreement.

     15.13 SUCCESSOR WARRANT AGENT. Any corporation into which the Warrant Agent
or any new warrant agent may be merged or any corporation resulting from any
consolidation to which the Warrant Agent or any new warrant agent shall be a
party or any corporation succeeding to all or substantially all the agency
business of the Warrant Agent or any new warrant agent shall be a successor
Warrant Agent under this Agreement without any further act, PROVIDED, that such
corporation would be eligible for appointment as a new warrant agent under the
provisions of Section 15.11 of this Article 15. The Company shall promptly cause
notice of the succession as Warrant Agent of any such successor Warrant Agent to
be mailed (by first class mail, postage prepaid) to each registered holder of a
Warrant at its last address as shown on the register of the Company.

                                   ARTICLE 16

                                 REMEDIES, ETC.

     16.1 REMEDIES. The Company stipulates that the remedies at law of each
holder of a Warrant in the event of any default or threatened default by the
Company in the performance of or compliance with any of the terms of this
Warrant Agreement are not and will not be adequate and that, to the fullest
extent permitted by law, such terms may be specifically enforced by a decree for
the specific performance of any agreement contained herein or by an injunction
against a violation of any of the terms hereof or otherwise.

     16.2 WARRANT HOLDER NOT DEEMED A STOCKHOLDER. Prior to the exercise of the
Warrants represented thereby no holder of a Warrant Certificate, as such, shall
be entitled to any rights of a stockholder of the Company, including, but not
limited to, the right to vote, to receive dividends or other distributions, to
exercise any preemptive right or, except as otherwise provided herein, to
receive any notice of meetings of stockholders, and no such holder shall be
entitled to receive notice of any proceedings of the Company except as provided
in this Agreement. Nothing contained in this Agreement shall be construed as
imposing any liabilities on such holder to purchase any securities or as a
stockholder of the Company, whether such liabilities are asserted by the Company
or by creditors or stockholders of the Company or otherwise.

     16.3 RIGHT OF ACTION. All rights of action in respect of this Agreement are
vested in the registered holders of the Warrants. Any registered holder of any
Warrant, without the consent of the Warrant Agent or the registered holder of
any other Warrant, may in such holder's own behalf and for such holder's own
benefit enforce, and may institute and maintain any suit, action, or proceeding
against the Company suitable to enforce, or otherwise in respect of, such
holder's right to exercise such holder's Warrants in the manner provided in the
Warrant Certificate representing such Warrants and the Company's obligations
under this Agreement and the Warrants.

                                   ARTICLE 17

                                  MISCELLANEOUS

     17.1 NOTICES. Any notice, demand, or delivery authorized by this Agreement
shall be sufficiently given or made if sent by first class mail, postage
prepaid, addressed to any registered holder of a Warrant at such holder's last
known address appearing on the register of the Company, and to the Company or
the Warrant Agent as follows:

                  If to the Company:

                  American Banknote Corporation
                  Attn: Patrick Gentile
                  Telephone: (212)593-5700
                  Facsimile: (212) 593-9629

                  If to the Warrant Agent:

                  [             ]

or such other address as shall have been furnished in writing, in accordance
with this Section 17.1, to the party giving or making such notice, demand or
delivery.

     17.2 GOVERNING LAW AND CONSENT TO FORUM. THIS AGREEMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS
APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT
REGARD TO PRINCIPLES OF CONFLICT OF LAWS, THE COMPANY AND THE WARRANT AGENT EACH
HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE COURT
SITTING IN THE CITY OF NEW YORK OR ANY FEDERAL COURT SITTING IN THE CITY OF NEW
YORK IN RESPECT OF ANY SUIT, ACTION, OR PROCEEDING ARISING OUT OF OR RELATING TO
THIS AGREEMENT, AND EACH IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS
PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID
COURTS. NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY PERSON TO SERVE PROCESS IN
ANY MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE
PROCEED AGAINST THE COMPANY IN ANY OTHER JURISDICTION.

     17.3 BENEFITS OF THIS AGREEMENT. This Agreement shall be binding upon and
inure to the benefit of the Company and the Warrant Agent and their respective
successors and assigns, and the registered and beneficial holders from time to
time of the Warrants and of holders of the Common Stock, where applicable.
Nothing in this Agreement is intended or shall be construed to confer upon any
other person, any right, remedy or claim under or by reason of this Agreement or
any part hereof.

     17.4 AGREEMENT OF HOLDERS OF WARRANT CERTIFICATES. Every holder of a
Warrant Certificate, by accepting the same, covenants and agrees with the
Company, the Warrant Agent, and with every other holder of a Warrant Certificate
that the Warrant Certificates are transferable on the registry books of the
Warrant Agent only upon the terms and conditions set forth in this Agreement,
and the Company and the Warrant Agent may deem and treat the person in whose
name the Warrant Certificate is registered as the absolute owner for all
purposes whatsoever and neither the Company nor the Warrant Agent shall be
affected by any notice to the contrary.

     17.5 COUNTERPARTS. This Agreement may be executed in any number of
counterparts and each such counterpart shall for all purposes be deemed to be an
original, and all such counterparts shall together constitute but one and the
same instrument.

     17.6 AMENDMENTS. The Warrant Agent may, without the consent or concurrence
of the holders of the Warrants, by supplemental agreement or other writing, join
with the Company in making any amendments or modifications of this Agreement
that they shall have been advised by counsel (a) are required to cure any
ambiguity or to correct any defective or inconsistent provision or clerical
omission or mistake or manifest error herein contained and which do not
accurately reflect the understanding of the parties hereto, (b) add to the
covenants and agreements of the Company in this Agreement further covenants and
agreements of the Company thereafter to be observed, or surrender any rights or
powers reserved to or conferred upon the Company in this Agreement, or (c) do
not and will not adversely affect, alter, or change the rights, privileges, or
immunities of the registered holders of Warrants or of any person entitled to
the benefits of this Agreement who has not assented to such change, in writing.
This Agreement may otherwise be amended by the Company and the Warrant Agent
only with the consent of the holders of a majority of the then outstanding
Warrants. Notwithstanding the foregoing, the consent of each holder of a Warrant
affected shall be required for any amendment pursuant to which the Exercise
Price would be increased or the number of shares of Common Stock (or Other
Securities) purchasable upon exercise of Warrants would be decreased (other than
pursuant to adjustments provided herein). The Warrant Agent shall join with the
Company in the execution and delivery of any such amendment unless such
amendment affects the Warrant Agent's own rights, duties, or immunities
hereunder, in which case the Warrant Agent may, but shall not be required to,
join in such execution and delivery. Upon execution and delivery of any
amendment pursuant to this Section 17.6, such amendment shall be considered a
part of this Agreement for all purposes and every holder of a Warrant
Certificate theretofore or thereafter countersigned and delivered hereunder
shall be bound thereby.

     17.7 CONSENT TO JURISDICTION. The parties hereby expressly acknowledge and
agree that, to the extent permitted by applicable law, the Bankruptcy Court
shall have exclusive jurisdiction to hear and determine any and all disputes
concerning the distribution of Warrants hereunder to holders of Old Common
Stock, Old Preferred Stock, and Securities Claims pursuant to the Plan. The
Warrant Agent hereby assents to the jurisdiction of the Bankruptcy Court with
respect to any such disputes and waives any argument of lack of such
jurisdiction.

     17.8 HEADINGS. The table of contents hereto and the descriptive headings of
the several sections hereof are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions hereof.

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, as of the day and year first above written.

                                   AMERICAN BANKNOTE CORPORATION


                                   By:
                                      -----------------------------------------
                                      Name:
                                      Title:

                                   [                                   ]


                                   By:
                                      -----------------------------------------
                                      Name:
                                      Title:

<PAGE>
                                    EXHIBIT A

                      FORM OF SERIES 1 WARRANT CERTIFICATE

<PAGE>
                 [FORM OF FACE OF SERIES 1 WARRANT CERTIFICATE]

Series 1 Warrant                                  Number of Series 1 Warrant(s):
No. _____________                                 ________________

           Exercisable During the Period Commencing ___________, 2000
                 and Terminating at 5:00 p.m. ___________, 2005
                            except as provided below

                          SERIES I WARRANT TO PURCHASE
                                  COMMON STOCK
                                       OF
                          AMERICAN BANKNOTE CORPORATION


     This Certifies that ___________ or registered assigns, is the owner of the
number of SERIES 1 WARRANTS set forth above, each of which represents the right,
at any time after ___________, 2000 and on or before 5:00 p.m., New York City
time, on ___________, 2005, to purchase from American Banknote Corporation, a
Delaware corporation (the "Company"), at the price of $10.00 (the "Exercise
Price"), one share of Common Stock, $.01 par value, of the Company as such stock
was constituted as of ___________, 2000, subject to adjustment as provided in
the Warrant Agreement hereinafter referred to, upon surrender hereof, with the
subscription form on the reverse hereof duly executed, by hand or by mail to
[WARRANT AGENT ], or to any successor thereto, as the warrant agent under the
Warrant Agreement, at the office of such successor maintained for such purpose
(any such warrant agent being herein called the "Warrant Agent") (or, if such
exercise shall be in connection with an underwritten Public Offering of shares
of such Common Stock (or Other securities) (as such term and other capitalized
terms used herein are defined in the Warrant Agreement) subject to the Warrant
Agreement, at the location at which the Company shall have agreed to deliver
such securities), and simultaneous payment in full (by certified or official
bank or bank cashier's check payable to the order of the Company) of the
Exercise Price in respect of each Warrant represented by this Warrant
Certificate that is so exercised, all subject to the terms and conditions hereof
and of the Warrant Agreement.

     Upon any partial exercise of the Warrants represented by this Warrant
Certificate, there shall be issued to the holder hereof a new Warrant
Certificate representing the Warrants that were not exercised.

     No fractional shares may be issued upon the exercise of rights to purchase
hereunder, and as to any fraction of a share otherwise issuable, the Company
will make a cash adjustment in lieu of such issuance, as provided in the Warrant
Agreement.

     This Warrant Certificate is issued under and in accordance with a Warrant
Agreement, dated as of ________________, 2000 (the "Warrant Agreement"), between
the Company and [ ], as Warrant Agent, and is subject to the terms and
provisions contained therein, all of which terms and provisions the holder of
this Warrant Certificate consents to by acceptance hereof. Copies of the Warrant
Agreement are on file at the above- mentioned office of the Warrant Agent and
may be obtained by writing to the Warrant Agent.

     REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS WARRANT SET
FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.

Dated:                             AMERICAN BANKNOTE CORPORATION


                                   By:
                                      -----------------------------------------
                                      Title:


Countersigned:

[            ],
      as Warrant Agent

By:_________________________
     Authorized Signatory

<PAGE>
                    [FORM OF REVERSE OF WARRANT CERTIFICATE]

                          AMERICAN BANKNOTE CORPORATION

     The transfer of this Warrant Certificate and all rights hereunder is
registrable by the registered holder hereof, in whole or part, on the register
of the Company upon surrender of this Warrant Certificate at the office or
agency of the Company or the office of the Warrant Agent maintained for such
purpose at [ ], duly endorsed or accompanied by a written instrument of transfer
duly executed and in form satisfactory to the Company and the Warrant Agent, by
the registered holder hereof or his attorney duly authorized in writing and upon
payment of any necessary transfer tax or other governmental charge imposed upon
such transfer or registration thereof. Upon any partial transfer the Company
will cause to be delivered to such holder a new Warrant Certificate or
Certificates with respect to any portion not so transferred.

     This Warrant Certificate may be exchanged at the office or agency of the
Company or the office of the Warrant Agent maintained for such purpose at [ ],
for Warrant Certificates representing the same aggregate number of Warrants,
each new Warrant Certificate to represent such number of Warrants as the holder
hereof shall designate at the time of such exchange.

     Prior to the exercise of the Warrants represented hereby, the holder of
this Warrant Certificate, as such, shall not be entitled to any rights of a
stockholder of the Company, including, but not limited to, the right to vote, to
receive dividends or other distributions, to exercise any preemptive right or,
except as provided in the Warrant Agreement, to receive any notice of meetings
of stockholders, and shall not be entitled to receive notice of any proceedings
of the Company except as provided in the Warrant Agreement. Nothing contained
herein shall be construed as imposing any liabilities upon the holder of this
Warrant Certificate to purchase any securities or as a stockholder of the
Company, whether such liabilities are asserted by the Company or by creditors or
stockholders of the Company or otherwise.

     This Warrant Certificate shall be void and all rights represented hereby
shall cease unless exercised on or before the close of business on ___________,
2005.

     This Warrant Certificate shall not be valid for any purpose until it shall
have been manually countersigned by an authorized signatory of the Warrant
Agent.

     Witness the facsimile seal of the Company and the signature of its duly
authorized officer.

<PAGE>
                                SUBSCRIPTION FORM
                 (To be executed only upon exercise of warrant)

TO AMERICAN BANKNOTE CORPORATION
[                     ], as Warrant Agent

     The undersigned (a) irrevocably exercises the Warrants represented by the
within Warrant Certificate, (b) purchases one share of Common Stock of American
Banknote Corporation (before giving effect to the adjustments provided in the
Warrant Agreement referred to in the within Warrant Certificate) for each
Warrant so exercised and herewith makes payment in full of the purchase price of
$10.00 in respect of each Warrant so exercised as provided in the Warrant
Agreement (such payment being by certified or official bank or bank cashier's
check payable to the order of American Banknote Corporation), all on the terms
and conditions specified in the within Warrant Certificate and the Warrant
Agreement, (iii) surrenders this Warrant Certificate and all right, title, and
interest therein to American Banknote Corporation, and (iv) directs that the
securities or other property deliverable upon the exercise of such Warrants be
registered or placed in the name and at the address specified below and
delivered thereto.

Dated:


                                                   (Owner)*




                                        (Signature Of Authorized Representative)




                                                  (Street Address)




                                               (City) (State) (Zip Code)




Securities or property to be issued
 and delivered to:                       _______________________________
                                          Signature Guaranteed**
            Please insert social
            security or other
            identifying number
            -------------------

Name ______________________________________________________________________

Street Address _______________________________________________________________

City, State, and Zip Code ______________________________________________________

<PAGE>
                               FORM OF ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned registered holder of the within Warrant
Certificate hereby sells, assigns, and transfers unto the Assignee named below
all of the rights of the undersigned under the within Warrant Certificate, with
respect to the number of warrants set forth below:

NAME OF ASSIGNEE                  ADDRESS                     NO. OF WARRANTS
----------------                  -------                     ---------------

Please insert social
security or other
identifying number
of Assignee
---------------

and does hereby irrevocably constitute and appoint __________________ attorney
to make such transfer on the books of American Banknote Corporation maintained
for that purpose, with full power of substitution in the premises.

Dated: _______________, ____


                                  Name___________________________________*


                                  Signature Of Authorized
                                  Representative ____________________________


                                  Signature Guaranteed______________________**


--------------

     *The signature must correspond with the name as written upon the face of
the within Warrant Certificate in every particular, without alteration or
enlargement or any change whatsoever.

     ** The signature must be guaranteed by a securities transfer agents
medallion program ("stamp") participant or an institution receiving prior
approval from the Warrant Agent.

<PAGE>
                                    EXHIBIT B

                      FORM OF SERIES 2 WARRANT CERTIFICATE

<PAGE>
                 [FORM OF FACE OF SERIES 2 WARRANT CERTIFICATE]

Series 2 Warrant                           Number of Series 2 Warrant(s):
No. _____________                          ________________

          Exercisable During the Period Commencing _______________,2000
               and Terminating at 5:00 p.m. _______________, 2005
                            except as provided below

                          SERIES 2 WARRANT TO PURCHASE
                                  COMMON STOCK
                                       OF
                          AMERICAN BANKNOTE CORPORATION


     This Certifies that _______________ or registered assigns, is the owner of
the number of SERIES 2 WARRANTS set forth above, each of which represents the
right, at any time after _______________, 2000 and on or before 5:00 p.m., New
York City time, on _______________, 2005, to purchase from American Banknote
Corporation, a Delaware corporation (the "Company"), at the price of $12.50 (the
"Exercise Price"), one share of Common Stock, $.01 par value, of the Company as
such stock was constituted as of _______________, 2000, subject to adjustment as
provided in the Warrant Agreement hereinafter referred to, upon surrender
hereof, with the subscription form on the reverse hereof duly executed, by hand
or by mail to [WARRANT AGENT], or to any successor thereto, as the warrant agent
under the Warrant Agreement, at the office of such successor maintained for such
purpose (any such warrant agent being herein called the "Warrant Agent") (or, if
such exercise shall be in connection with an underwritten Public Offering of
shares of such Common Stock (or Other securities) (as such term and other
capitalized terms used herein are defined in the Warrant Agreement) subject to
the Warrant Agreement, at the location at which the Company shall have agreed to
deliver such securities), and simultaneous payment in full (by certified or
official bank or bank cashier's check payable to the order of the Company) of
the Exercise Price in respect of each Warrant represented by this Warrant
Certificate that is so exercised, all subject to the terms and conditions hereof
and of the Warrant Agreement.

     Upon any partial exercise of the Warrants represented by this Warrant
Certificate, there shall be issued to the holder hereof a new Warrant
Certificate representing the Warrants that were not exercised.

     No fractional shares may be issued upon the exercise of rights to purchase
hereunder, and as to any fraction of a share otherwise issuable, the Company
will make a cash adjustment in lieu of such issuance, as provided in the Warrant
Agreement.

     This Warrant Certificate is issued under and in accordance with a Warrant
Agreement, dated as of _______________, 2000 (the "Warrant Agreement"), between
the Company and [ ], as Warrant Agent, and is subject to the terms and
provisions contained therein, all of which terms and provisions the holder of
this Warrant Certificate consents to by acceptance hereof. Copies of the Warrant
Agreement are on file at the above- mentioned office of the Warrant Agent and
may be obtained by writing to the Warrant Agent.

     REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS WARRANT SET
FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.

Dated:                                 AMERICAN BANKNOTE CORPORATION


                                       By:
                                         ---------------------------------------
                                            Title:


Countersigned:

[            ],
      as Warrant Agent

By:_________________________
     Authorized Signatory

<PAGE>
                    [FORM OF REVERSE OF WARRANT CERTIFICATE]

                          AMERICAN BANKNOTE CORPORATION

     The transfer of this Warrant Certificate and all rights hereunder is
registrable by the registered holder hereof, in whole or part, on the register
of the Company upon surrender of this Warrant Certificate at the office or
agency of the Company or the office of the Warrant Agent maintained for such
purpose at [ ], duly endorsed or accompanied by a written instrument of transfer
duly executed and in form satisfactory to the Company and the Warrant Agent, by
the registered holder hereof or his attorney duly authorized in writing and upon
payment of any necessary transfer tax or other governmental charge imposed upon
such transfer or registration thereof. Upon any partial transfer the Company
will cause to be delivered to such holder a new Warrant Certificate or
Certificates with respect to any portion not so transferred.

     This Warrant Certificate may be exchanged at the office or agency of the
Company or the office of the Warrant Agent maintained for such purpose at [ ],
for Warrant Certificates representing the same aggregate number of Warrants,
each new Warrant Certificate to represent such number of Warrants as the holder
hereof shall designate at the time of such exchange.

     Prior to the exercise of the Warrants represented hereby, the holder of
this Warrant Certificate, as such, shall not be entitled to any rights of a
stockholder of the Company, including, but not limited to, the right to vote, to
receive dividends or other distributions, to exercise any preemptive right or,
except as provided in the Warrant Agreement, to receive any notice of meetings
of stockholders, and shall not be entitled to receive notice of any proceedings
of the Company except as provided in the Warrant Agreement. Nothing contained
herein shall be construed as imposing any liabilities upon the holder of this
Warrant Certificate to purchase any securities or as a stockholder of the
Company, whether such liabilities are asserted by the Company or by creditors or
stockholders of the Company or otherwise.

     This Warrant Certificate shall be void and all rights represented hereby
shall cease unless exercised on or before the close of business on ___________,
2005.

     This Warrant Certificate shall not be valid for any purpose until it shall
have been manually countersigned by an authorized signatory of the Warrant
Agent.

     Witness the facsimile seal of the Company and the signature of its duly
authorized officer.

<PAGE>

                                SUBSCRIPTION FORM
                 (To be executed only upon exercise of warrant)

TO AMERICAN BANKNOTE CORPORATION
[                     ], as Warrant Agent

     The undersigned (a) irrevocably exercises the Warrants represented by the
within Warrant Certificate, (b) purchases one share of Common Stock of American
Banknote Corporation (before giving effect to the adjustments provided in the
Warrant Agreement referred to in the within Warrant Certificate) for each
Warrant so exercised and herewith makes payment in full of the purchase price of
$12.50 in respect of each Warrant so exercised as provided in the Warrant
Agreement (such payment being by certified or official bank or bank cashier's
check payable to the order of American Banknote Corporation), all on the terms
and conditions specified in the within Warrant Certificate and the Warrant
Agreement, (c) surrenders this Warrant Certificate and all right, title, and
interest therein to American Banknote Corporation, and (d) directs that the
securities or other property deliverable upon the exercise of such Warrants be
registered or placed in the name and at the address specified below and
delivered thereto.

Dated:

                                                   (Owner)*




                                        (Signature Of Authorized Representative)




                                                  (Street Address)




                                               (City) (State) (Zip Code)




Securities or property to be issued
 and delivered to:                       _______________________________
                                          Signature Guaranteed**
            Please insert social
            security or other
            identifying number
            -------------------

Name ______________________________________________________________________

Street Address _______________________________________________________________

City, State, and Zip Code ______________________________________________________


<PAGE>

                               FORM OF ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned registered holder of the within Warrant
Certificate hereby sells, assigns, and transfers unto the Assignee named below
all of the rights of the undersigned under the within Warrant Certificate, with
respect to the number of warrants set forth below:

NAME OF ASSIGNEE                         ADDRESS               NO. OF WARRANTS
----------------                         -------               ---------------

Please insert social
security or other
identifying number
of Assignee
---------------

and does hereby irrevocably constitute and appoint __________________ attorney
to make such transfer on the books of American Banknote Corporation maintained
for that purpose, with full power of substitution in the premises.

Dated: _______________, ____

                                     Name *


                                     Signature Of Authorized
                                     Representative
                                                    ---------------------------


                                     Signature Guaranteed                     **
                                                         ----------------------


-----------------

     *The signature must correspond with the name as written upon the face of
the within Warrant Certificate in every particular, without alteration or
enlargement or any change whatsoever.

     ** The signature must be guaranteed by a securities transfer agents
medallion program ("stamp") participant or an institution receiving prior
approval from the Warrant Agent.



<PAGE>

                                PLAN SUPPLEMENT

                                   EXHIBIT I

                                       TO

                             REORGANIZATION PLAN OF
                         AMERICAN BANKNOTE CORPORATION

                           MANAGEMENT INCENTIVE PLAN
<PAGE>

                          AMERICAN BANKNOTE CORPORATION
                         2000 MANAGEMENT INCENTIVE PLAN

1.   PURPOSE AND TYPES OF OPTIONS.

     The purpose of the American Banknote Corporation 2000 Management Incentive
Plan (the "PLAN") is to promote the long-term growth and profitability of
American Banknote Corporation (the "COMPANY") by (i) providing key employees
with incentives to improve stockholder value and to contribute to the growth and
financial success of the Company and (ii) enabling the Company to attract,
retain and reward the best available persons for positions of substantial
responsibility.

     The Plan permits the granting of Options (including Incentive Stock
Options).

2.   DEFINITIONS.

     Under the Plan, except where the context otherwise indicates, the following
definitions apply:

     (a)  "AFFILIATE" shall mean any entity, whether now or hereafter existing,
          that controls, is controlled by, or is under common control with, the
          Company (including, but not limited to, joint ventures, limited
          liability companies, and partnerships). For this purpose, "control"
          shall mean ownership of 50% or more of the voting power of the entity.

     (b)  "BOARD" shall mean the Board of Directors of the Company.

     (c)  "CAUSE" shall mean, unless an Optionee is a party to a written
          employment agreement with the Company or an Affiliate which contains a
          definition of "cause," "termination for cause," or any other similar
          term or phrase, in which case "Cause" shall have the meaning set forth
          in such agreement: (i) an Optionee engaging in acts or omissions that
          would reasonably be expected to cause injury to the business and
          affairs of the Company or an Affiliate, monetarily or otherwise or
          (ii) an Optionee's being convicted of, or pleading guilty or nolo
          contendere, to a felony or other crime involving theft, fraud, or
          moral turpitude. The good faith determination by the Committee of
          whether an Optionee's employment or service relationship was
          terminated by the Company for "Cause" shall be final and binding for
          all purposes hereunder.

     (d)  "CHANGE IN CONTROL" shall be deemed to have occurred if the event set
          forth in any one of the following clauses shall have occurred: (i) any
          Person is or becomes the "Beneficial Owner" (as defined in Rule 13d3
          under the Exchange Act), directly or indirectly, of securities of the
          Company (not including in the securities Beneficially Owned by such
          Person any securities acquired directly from the Company) representing
          35% or more of the voting power of the Company's then outstanding
          securities, excluding (1) any Person who becomes such a Beneficial
          Owner in connection with a transaction described in clause (1) of
          clause (iii) below or (2) the transfer of the Company's then
          outstanding securities by and between any Persons who become
          Beneficial Owners of 10% or more of the voting power of the Company's
          then outstanding securities pursuant to the Reorganization Plan; (ii)
          the following individuals cease for any reason to constitute a
          majority of the number of directors then serving: individuals who, on
          the Effective Date, constitute the Board and any new director (other
          than a director whose initial assumption of office is in connection
          with an actual or threatened election contest, including but not
          limited to a consent solicitation, relating to the election of
          directors of the Company) whose appointment or election by the Board
          or nomination for election by the Company's stockholders was approved
          or recommended by a vote of at least two-thirds (2/3) of the directors
          then still in office who either were directors on the Effective Date
          or whose appointment, election, or nomination for election was
          previously so approved or recommended; (iii) there is consummated a
          merger or consolidation of the Company with any other corporation
          other than (1) a merger or consolidation which would result in the
          voting securities of the Company outstanding immediately prior to such
          merger or consolidation continuing to represent (either by remaining
          outstanding or by being converted into voting securities of the
          surviving entity or any parent thereof) at least 50% of the combined
          voting power of the voting securities of the Company or such surviving
          entity or any parent thereof outstanding immediately after such merger
          or consolidation, or (2) a merger or consolidation effected to
          implement a recapitalization of the Company (or similar transaction)
          in which no Person is or becomes the Beneficial Owner, directly or
          indirectly, of securities of the Company (not including in the
          securities Beneficially Owned by such Person any securities acquired
          directly from the Company) representing 35% or more of the combined
          voting power of the Company's then outstanding securities; (iv) the
          stockholders of the Company approve a plan of complete liquidation or
          dissolution of the Company or there is consummated an agreement for
          the sale or disposition by the Company of all or substantially all of
          the Company's assets, other than a sale or disposition by the Company
          of all or substantially all of the Company's assets to an entity at
          least 50% of the combined voting power of the voting securities of
          which are owned by Persons in substantially the same proportions as
          their ownership of the Company immediately prior to such sale; or (v)
          only with respect to Optionees whose primary position and
          responsibilities are at an entity described in this clause (v), there
          is consummated an agreement for the sale or disposition by the Company
          of all or substantially all of the assets or stock of American Bank
          Note Company, American Bank Note Grafica e Services Ltda., Transtex
          S.A. and/or Leigh-Mardon Pty, Ltd.

     (e)  "CODE" shall mean the Internal Revenue Code of 1986, as amended from
          time to time, and any regulations promulgated thereunder.

     (f)  "COMMITTEE" shall have the meaning set forth in Section 3 hereof.

     (g)  "COMPANY" shall mean American Banknote Corporation, a Delaware
          corporation, and its successors.

     (h)  "DISABILITY" shall mean: (i) any physical or mental condition that
          would qualify an Optionee for a disability benefit under the long-term
          disability plan maintained by the Company and applicable to him or
          her; (ii) when used in connection with the exercise of an Incentive
          Stock Option following termination of employment, disability within
          the meaning of Section 22(e)(3) of the Code, or (iii) such other
          condition as may be determined in the sole discretion of the Committee
          to constitute Disability.

     (i)  "EBITDA" shall mean the budgeted EBITDA of the Company and its
          Subsidiaries for the relevant period, determined on a consolidated
          basis in accordance with generally accepted accounting principles, as
          approved by the Board or the Committee, as the case may be.

     (j)  "EFFECTIVE DATE" shall have the meaning set forth in Section 26
          hereof.

     (k)  "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
          amended from time to time.

     (l)  "FAIR MARKET VALUE" of a share of the New Common Stock for any purpose
          on a particular date shall be determined in a manner such as the
          Committee shall in good faith determine to be appropriate; PROVIDED,
          HOWEVER, that in the case of Incentive Stock Options, the
          determination of Fair Market Value shall be made by the Committee in
          good faith in conformance with the Treasury Regulations under Section
          422 of the Code.

     (m)  "GRANT DATE" shall mean the date on which the Committee formally acts
          to grant an Option to an Optionee or such other date as the Committee
          shall so designate at the time of taking such formal action.

     (n)  "INCENTIVE STOCK OPTION" shall mean an Option that is an "incentive
          stock option" within the meaning of Section 422 of the Code, or any
          successor provision, and that is designated by the Board as an
          Incentive Stock Option.

     (o)  "INITIAL GRANT" shall mean all Non-Qualified Stock Options granted
          under the Plan during the first twelve months following the Effective
          Date.

     (p)  "NEW COMMON STOCK" shall mean the new common stock of the Company, par
          value $.01 per share, issued pursuant to the Reorganization Plan.

     (q)  "NON-QUALIFIED STOCK OPTION" shall mean an Option other than an
          Incentive Stock Option.

     (r)  "OPTION" shall mean an option to purchase shares of New Common Stock
          granted pursuant to Section 7.

     (s)  "OPTIONEE" shall mean a person granted an Option pursuant to the Plan.

     (t)  "OPTION AGREEMENT" shall mean the written agreement between the
          Company and an Optionee evidencing an Option.

     (u)  "PARENT" shall mean a corporation, whether now or hereafter existing,
          within the meaning of the definition of "parent corporation" provided
          in Section 424(e) of the Code, or any successor thereto of similar
          import.

     (v)  "PARTIAL EXERCISE" shall mean an exercise of an Option for less than
          the full extent permitted at the time of such exercise.

     (w)  "PERFORMANCE GOALS" shall mean, with respect to the Initial Grants,
          the performance goals based upon EBITDA as determined by the Company's
          approved budget for a particular year. To the extent the Performance
          Goals with respect to the Initial Grants are not attained for a
          particular year, such Performance Goals can be satisfied in subsequent
          year(s), as determined by the Committee, to the extent the shortfall
          which resulted in the failure to achieve such Performance Goals is
          made up in subsequent year(s). Performance Goals with respect to
          grants of Options other than the Initial Grants shall mean such goals
          as determined by the Committee in its sole discretion based on one or
          more of the following criteria: (i) EBITDA; (ii) pre-tax income or
          after-tax income, (iii) operating profit, (iv) return on equity,
          assets, capital, or investment, (v) earnings or book value per share,
          (vi) sales or revenues, (vii) operating expenses, (viii) New Common
          Stock price appreciation; (ix) implementation or completion of
          critical projects or processes; (x) comparison of actual performance
          during a performance period against budget for such period; (xi)
          growth of revenue, which growth may be expressed in terms of absolute
          numbers and/or as a percentage increase; or (xii) reductions in
          expenses, which reductions may be expressed in terms of absolute
          numbers and/or as a percentage decrease; provided that with respect to
          clauses (xi) and (xii), such achievement may be measured against
          budget for the same period. To the extent the Performance Goals with
          respect to grants of Options other than the Initial Grants are not
          attained for a particular year, the Committee its sole discretion may
          provide that such Performance Goals can be satisfied in subsequent
          year(s), as determined by the Committee, to the extent the shortfall
          which resulted in the failure to achieve such Performance Goals is
          made up in subsequent year(s). Where applicable, the Performance Goals
          with respect to grants of Options other than the Initial Grants may be
          expressed in terms of attaining a specified level of the particular
          criteria or the attainment of a percentage increase or decrease in the
          particular criteria, and may be applied to one or more of the Company,
          a Subsidiary or Affiliate, or a division or strategic business unit of
          the Company, or may be applied to the performance of the Company
          relative to a market index, a group of companies, or combination
          thereof, all as determined by the Committee. The Performance Goals may
          include a threshold level of performance below which no vesting will
          occur, levels of performance at which specified vesting will occur,
          and a maximum level of performance at which full vesting will occur.
          Each of the foregoing Performance Goals shall be determined in
          accordance with generally accepted accounting principles and shall be
          subject to certification by the Committee; PROVIDED, HOWEVER, that the
          Committee shall have the authority to make equitable adjustments to
          the Performance Goals in recognition of unusual or non-recurring
          events affecting the Company or any Subsidiary or Affiliate or the
          financial statements of the Company or any Subsidiary or Affiliate in
          response to changes in applicable laws or regulations, or to account
          for items of gain, loss or expense determined to be extraordinary or
          unusual in nature or infrequent in occurrence or related to the
          disposal of a segment of a business or related to a change in
          accounting principles.

     (x)  "PERSON" shall have the meaning given in Section 3(a)(9) of the
          Exchange Act, as modified and used in Sections 13(d) and 14(d)
          thereof, except that such term shall not include: (i) the Company or
          any of its subsidiaries; (ii) a trustee or other fiduciary holding
          securities under an employee benefit plan of the Company or any of its
          Affiliates; (iii) an underwriter temporarily holding securities
          pursuant to an offering of such securities; or (iv) a corporation
          owned, directly or indirectly, by the stockholders of the Company in
          substantially the same proportions as their ownership of stock of the
          Company.

     (y)  "REORGANIZATION PLAN" shall mean the Second Amended Reorganization
          Plan of American Banknote Corporation, dated September 12, 2000, as it
          may be amended from time to time.

     (z)  "RETIREMENT" shall mean termination of an Optionee's employment or
          service, other than for Cause, on or after attainment of age 65.

     (aa) "RULE 16B-3" shall mean the Rule 16b-3 promulgated under the Exchange
          Act, as amended from time to time.

     (bb) "SECURITIES ACT" shall mean the Securities Act of 1933, as amended
          from time to time.

     (cc) "SUBSIDIARY" and "SUBSIDIARIES" shall mean only a corporation or
          corporations, whether now or hereafter existing, within the meaning of
          the definition of "subsidiary corporation" provided in Section 424(f)
          of the Code, or any successor thereto of similar import.

3.   ADMINISTRATION OF THE PLAN.

     The Plan shall be administered by the Board; PROVIDED, HOWEVER, that the
Board may establish one or more committees (the "COMMITTEe") which may, to the
extent set forth in the resolutions establishing such Committee or Committees,
be authorized to grant Options to, and administer such Options with respect to,
those individuals who are subject to Section 16 of the Exchange Act with respect
to the Company ("SECTION 16") or who are executive officers of the Company. Any
such Committee that is authorized to grant Options to Section 16 Optionees (a
"SECTION 16 COMMITTEE") shall, to the extent necessary to comply with Rule 16b-3
promulgated under the Exchange Act, be comprised of two or more "non-employee
directors" within the meaning of such Rule, and any such Committee that is
authorized to grant Options to executive officers of the Company (which may or
may not be the same Committee as the Section 16 Committee) shall, to the extent
necessary to comply with Section 162(m) of the Code, be comprised of two or more
"outside directors" within the meaning of such Section; PROVIDED, HOWEVER, that
no director who is also an employee of the Company may sit on any Committee. The
Committee shall have the authority in its sole discretion, subject to and not
inconsistent with the express provisions of the Plan, to administer the Plan and
to exercise all the powers and authorities either specifically granted to it
under the Plan or necessary or advisable in the administration of the Plan,
including, without limitation, the authority to grant Options; to determine the
persons to whom and the time or times at which Options shall be granted; to
determine the type and number of Options to be granted, the number of shares of
New Common Stock to which an Option may relate and the terms, conditions,
restrictions, and Performance Goals relating to any Option; to determine
whether, to what extent, and under what circumstances an Option may be settled,
cancelled, forfeited, exchanged, or surrendered; to make adjustments in the
Performance Goals in recognition of unusual or non-recurring events affecting
the Company or the financial statements of the Company, or in response to
changes in applicable laws, regulations, or accounting principles; to construe
and interpret the Plan and any Option; to prescribe, amend, and rescind rules
and regulations relating to the Plan; to determine the terms and provisions of
Option Agreements; and to make all other determinations deemed necessary or
advisable for the administration of the Plan. In the event that the Board is the
administrator of the Plan in lieu of a Committee, the term "Committee" as used
herein shall be deemed to mean the Board.

     The Committee may, in its absolute discretion, without amendment to the
Plan (a) accelerate the date on which any Option granted under the Plan becomes
exercisable or (b) waive or amend the operation of Plan provisions respecting
exercise after termination of employment or otherwise adjust any of the terms of
such Option; PROVIDED, HOWEVER, in each case, that in the event of the
occurrence of a Change in Control, the provisions of Section 8 hereof shall
govern vesting and exercisability schedule of any Option granted hereunder.

     No member of the Board or the Committee shall be liable for any action,
omission or determination relating to the Plan, and the Company shall indemnify
(to the extent permitted under Delaware law and the bylaws of the Company) and
hold harmless each member of the Board, the Committee, and each other employee
of the Company to whom any duty or power relating to the administration or
interpretation of the Plan has been delegated against any cost or expense
(including counsel fees) or liability (including any sum paid in settlement of a
claim with the approval of the Board or the Committee) arising out of any
action, omission, or determination relating to the Plan, unless, in either case,
such action, omission or determination was taken or made by such director or
employee in bad faith and without reasonable belief that it was in the best
interests of the Company.

4.   STOCK SUBJECT TO THE PLAN.

     (a)  SHARES AVAILABLE FOR OPTIONS.

          Subject to adjustment as provided herein, the maximum number of shares
          of New Common Stock reserved for issuance under the Plan shall be
          equal to 8.1% of the number of shares of New Common Stock of the
          Company outstanding from time to time on a fully diluted basis;
          PROVIDED, HOWEVER, that the number of shares of New Common Stock
          reserved for issuance under the Plan for Incentive Stock Options shall
          be equal to 8.1% of the number of shares of New Common Stock
          outstanding on a fully diluted basis as of the Effective Date. Such
          shares may be authorized but unissued New Common Stock or authorized
          and issued New Common Stock held in the Company's treasury. The
          Committee may direct that any stock certificate evidencing shares
          issued pursuant to the Plan shall bear a legend setting forth such
          restrictions on transferability as may apply to such shares pursuant
          to the Plan. From and after the date that the Plan is intended to
          comply with the requirements of Section 162(m) of the Code, the
          aggregate number of Shares with respect to which Options may be
          granted to any individual Optionee during any fiscal year shall not
          exceed 250,000.

     (b)  ADJUSTMENT FOR CHANGE IN CAPITALIZATION.

          In the event that the Committee shall determine that any dividend or
          other distribution (whether in the form of cash, New Common Stock, or
          other property), recapitalization, New Common Stock split, reverse New
          Common Stock split, reorganization, merger, consolidation, spin-off,
          combination, repurchase, or share exchange, or other similar corporate
          transaction or event, affects the New Common Stock such that an
          adjustment is appropriate in order to prevent dilution or enlargement
          of the rights of Optionees under the Plan, then the Committee shall
          make such equitable changes or adjustments as it deems necessary or
          appropriate to any or all of (1) the number and kind of shares of New
          Common Stock which may thereafter be issued in connection with
          Options, (2) the number and kind of shares of Common Stock issued or
          issuable in respect of outstanding Options, (3) the exercise price,
          grant price or purchase price relating to any Option, and (4) the
          maximum number of shares subject to Options which may be awarded to
          any employee during any tax year of the Company; PROVIDED, HOWEVER,
          that with respect to Incentive Stock Options, such adjustment shall be
          made in accordance with Section 424 of the Code.

     (c)  RE-USE OF SHARES.

          Any shares of New Common Stock subject to an Option that remain
          unissued upon the cancellation, surrender, exchange or termination of
          such award for any reason whatsoever shall again become available for
          Options.

5.   ELIGIBILITY.

     The persons who shall be eligible to receive Options pursuant to the Plan
shall be such key employees of the Company, or any Affiliate of the Company, as
may be selected by the Committee from time to time.

6.   OPTIONS UNDER THE PLAN; OPTION AGREEMENT.

     The Committee may grant Options in such amounts and with such terms and
conditions as the Committee shall determine, subject to the provisions of the
Plan.

     Each Option granted under the Plan shall be evidenced by an Option
Agreement which shall contain such provisions as the Committee may in its sole
discretion deem necessary or desirable. By accepting an Option, an Optionee
thereby agrees that the Option shall be subject to all of the terms and
provisions of the Plan and the applicable Option Agreement.

7.   OPTIONS.

     (a)  IDENTIFICATION OF OPTIONS.

          Each Option shall be clearly identified in the applicable Option
          Agreement as either an Incentive Stock Option or a Non-Qualified Stock
          Option; PROVIDED, HOWEVER, that during the first twelve months
          following the Effective Date of the Plan, all Options granted under
          the Plan shall be identified as Non-Qualified Stock Options.

     (b)  EXERCISE PRICE.

          Each Option Agreement with respect to an Option shall set forth the
          amount (the "option exercise price") payable by the Optionee to the
          Company upon exercise of the Option. The option exercise price per
          share shall be determined by the Committee; PROVIDED, HOWEVER, that in
          the case of an Incentive Stock Option, the option exercise price shall
          in no event be less than the Fair Market Value of a share of New
          Common Stock on the Grant Date; and PROVIDED, FURTHER, that the option
          exercise price of all Initial Grants shall be $2.50.

     (c)  TERM AND EXERCISE OF OPTIONS.

          (1)  Unless earlier terminated pursuant to the provisions of the Plan
               or Option Agreement, each Option shall become vested in
               accordance with the vesting schedule specified in the Option
               Agreement, which vesting schedule shall be determined by the
               Committee in its sole discretion. The Committee shall determine
               the expiration date of each Option; provided, HOWEVER, that no
               Option shall be exercisable more than ten years after the Grant
               Date.

          (2)  Notwithstanding the provisions of subsection (1) above, the
               exercisability of Options granted pursuant to this Section 7 may
               be subject to the attainment by the Company of Performance Goals
               pre-established by the Committee. The exercisability of Options
               (or portions thereof) under this Section 7(c)(2) shall not be
               effective unless the attainment of such Performance Goals has
               been certified by the Committee.

          (3)  An Option may be exercised for all or any portion of the shares
               as to which it is exercisable; PROVIDED, HOWEVER, that no Partial
               Exercise of an Option shall be for less than 100 shares of New
               Common Stock unless such lesser amount of shares is the remaining
               number of shares of New Common Stock subject to such Option.

          (4)  An Option shall be exercised by delivering notice to the
               Company's principal office, to the attention of its Secretary.
               Such notice shall be accompanied by the applicable Option
               Agreement, shall specify the number of shares of New Common Stock
               with respect to which the Option is being exercised and the
               effective date of the proposed exercise and shall be signed by
               the Optionee or other person then having the right to exercise
               the Option. Payment for shares of New Common Stock purchased upon
               the exercise of an Option shall be made on the effective date of
               such exercise by one or a combination of the following means: (A)
               in cash (or cash equivalents acceptable to the Committee) or (B)
               if so determined by the Committee prior to exercise, through a
               "broker cashless exercise" procedure established by the Company
               from time to time. The Committee may, in its sole discretion,
               authorize the Company to make or guarantee loans to Optionees to
               assist Optionees in exercising Options. The Committee shall have
               sole discretion to disapprove of an election pursuant to clause
               (B). In the case of an Optionee who is subject to Section 16 of
               the Exchange Act, the Company may require that the method of
               making such payment be in compliance with Section 16 and the
               rules and regulations thereunder.

          (5)  Certificates for shares of New Common Stock purchased upon the
               exercise of an Option shall be issued in the name of the Optionee
               or other person entitled to receive such shares, and delivered to
               the Optionee or such other person as soon as practicable
               following the effective date on which the Option is exercised.

     (d)  LIMITATIONS ON INCENTIVE STOCK OPTIONS.

          (1)  Incentive Stock Options shall only be granted to employees of the
               Company, or a Parent or Subsidiary of the Company.

          (2)  To the extent that the aggregate Fair Market Value of shares of
               New Common Stock with respect to which Incentive Stock Options
               are exercisable for the first time by an Optionee during any
               calendar year under the Plan and any other stock option plan of
               the Company shall exceed $100,000, such Options shall be treated
               as Non-Qualified Stock Options. Such Fair Market Value shall be
               determined as of the date on which each such Incentive Stock
               Option is granted.

          (3)  No Incentive Stock Option may be granted to an individual if, at
               the time of the proposed grant, such individual owns (or is
               deemed to own under the Code) stock possessing more than ten
               percent of the total combined voting power of all classes of
               stock of the Company unless (i) the option exercise price of such
               Incentive Stock Option is at least 110% of the Fair Market Value
               of a share of New Common Stock at the time such Incentive Stock
               Option is granted and (ii) such Incentive Stock Option is not
               exercisable after the expiration of five years from the date such
               Incentive Stock Option is granted.

     (e)  EFFECT OF TERMINATION OF EMPLOYMENT.

          (1)  Unless the applicable Option Agreement provides otherwise, in the
               event that the employment of an Optionee with the Company shall
               terminate for any reason other than Cause, Retirement,
               Disability, or death, (A) Options granted to such Optionee, to
               the extent that they are exercisable at the time of such
               termination, shall remain exercisable until the date that is 90
               days after such termination, on which date they shall expire, and
               (B) Options granted to such Optionee, to the extent that they
               were not exercisable at the time of such termination, shall
               expire at the close of business on the date of such termination.
               The 90-day period described in this Section 7(e)(1) shall be
               extended to one year after the date of such termination in the
               event of the Optionee's death during such 90-day period.
               Notwithstanding the foregoing, no Option shall be exercisable
               after the expiration of its term.

          (2)  Unless the applicable Option Agreement provides otherwise, in the
               event that the employment of an Optionee with the Company shall
               terminate on account of the Retirement, Disability, or death of
               the Optionee, (A) Options granted to such Optionee, to the extent
               that they were exercisable at the time of such termination, shall
               remain exercisable until the date that is one year after such
               termination, on which date they shall expire and (B) Options
               granted to such Optionee, to the extent that they were not
               exercisable at the time of such termination, shall expire at the
               close of business on the date of such termination.
               Notwithstanding the foregoing, no Option shall be exercisable
               after the expiration of its term.

          (3)  In the event of the termination of an Optionee's employment for
               Cause, all outstanding Options granted to such Optionee shall
               expire at the commencement of business on the date of such
               termination.

     (f)  RESTRICTIONS ON TRANSFER.

          The Committee may in its sole discretion provide at the time of grant
          of any Option that, upon its exercise, the shares of New Common Stock
          to be issued to the Optionee shall be subject to such restrictions on
          transfer as the Committee may determine are advisable.

8.   CHANGE IN CONTROL.

     In the event of a Change in Control, that portion of an Optionee's
outstanding Options that are not then vested and/or exercisable shall become
fully vested and exercisable as of the date of such Change in Control; PROVIDED,
HOWEVER, that to the extent a Change in Control results from an event described
in clause (v) of Section 2(d), the foregoing shall be applicable only to those
Optionee's for whom such an event constitutes a Change in Control under such
clause.

9.   RIGHTS AS A STOCKHOLDER.

     No person shall have any rights as a stockholder with respect to any shares
of New Common Stock covered by or relating to any Option until the date of
issuance of a stock certificate with respect to such shares. Except as otherwise
expressly provided in Section 4(b), no adjustment to any Option shall be made
for dividends or other rights for which the record date occurs prior to the date
such stock certificate is issued.

10.  NO SPECIAL EMPLOYMENT RIGHTS; NO RIGHT TO OPTION.

     Nothing contained in the Plan or any Option Agreement shall confer upon any
Optionee any right with respect to the continuation of employment by the Company
or interfere in any way with the right of the Company, subject to the terms of
any separate employment agreement to the contrary, at any time to terminate
employment or to increase or decrease the compensation of the Optionee.

     No person shall have any claim or right to receive an Option hereunder. The
Board's granting of an Option to an Optionee at any time shall neither require
the Board to grant any other Option to such Optionee or other person at any time
or preclude the Board from making subsequent grants to such Optionee or any
other person.

11.  SECURITIES MATTERS.

     (a)  The Company shall be under no obligation to effect the registration
          pursuant to the Securities Act of any interests in the Plan or any
          shares of New Common Stock to be issued hereunder or to effect similar
          compliance under any state laws. Notwithstanding anything herein to
          the contrary, the Company shall not be obligated to cause to be issued
          or delivered any certificates evidencing shares of New Common Stock
          pursuant to the Plan unless and until the Company is advised by its
          counsel that the issuance and delivery of such certificates is in
          compliance with all applicable laws, regulations of governmental
          authority and the requirements of any securities exchange on which
          shares of New Common Stock are traded. The Committee may require, as a
          condition of the issuance and delivery of certificates evidencing
          shares of New Common Stock pursuant to the terms hereof, that the
          recipient of such shares make such agreements and representations, and
          that such certificates bear such legends, as the Committee, in its
          sole discretion, deems necessary or desirable.

     (b)  The transfer of any shares of New Common Stock hereunder shall be
          effective only at such time as counsel to the Company shall have
          determined that the issuance and delivery of such shares is in
          compliance with all applicable laws, regulations of governmental
          authority, and the requirements of any securities exchange on which
          shares of New Common Stock are traded. The Committee may, in its sole
          discretion, defer the effectiveness of any transfer of shares of
          Common Stock hereunder in order to allow the issuance of such shares
          to be made pursuant to registration or an exemption from registration
          or other methods for compliance available under federal or state
          securities laws. The Committee shall inform the Optionee in writing of
          its decision to defer the effectiveness of a transfer. During the
          period of such deferral in connection with the exercise of an Option,
          the Optionee may, by written notice, withdraw such exercise and obtain
          the refund of any amount paid with respect thereto.

     (c)  The Company shall file a registration statement on Form S-8 (or any
          successor form) for the shares of New Common Stock issuable with
          respect to Options as promptly as practicable following the Effective
          Date, and shall use its best efforts to maintain such registration
          statement on Form S-8 (or any successor form), including the current
          status of any related prospectus, for so long as any Options remain
          outstanding.

12.  WITHHOLDING TAXES.

     Whenever cash is to be paid pursuant to an Option, the Company shall have
the right to deduct therefrom an amount sufficient to satisfy any federal,
state, and local withholding tax requirements related thereto. Whenever shares
of New Common Stock are to be delivered pursuant to an Option, the Company shall
have the right to require the Optionee to remit to the Company in cash an amount
sufficient to satisfy any federal, state, and local withholding tax requirements
related thereto. With the approval of the Committee, an Optionee may satisfy the
foregoing requirement by electing to have the Company withhold from delivery
shares of New Common Stock having a value equal to the amount of tax to be
withheld or by agreeing to surrender to the Company shares of New Common Stock
owned by the Optionee for at least six months having a value equal to the amount
of tax to be withheld; PROVIDED, HOWEVER, that if shares of New Common Stock are
to be withheld by the Company for purposes of satisfying such withholding
obligations, the number of shares of New Common Stock to be so withheld shall be
calculated using the minimum statutory withholding rates for federal and state
tax purposes, including payroll taxes, that are applicable to any Option, its
exercise, or any payment or transfer in respect thereof. Such shares shall be
valued at their Fair Market Value on the date on which the amount of tax to be
withheld is determined. Fractional share amounts shall be settled in cash. Such
a withholding election may be made with respect to all or any portion of the
shares to be delivered pursuant to an Option. The Committee may, in its sole
discretion, authorize the Company to make or guarantee full recourse loans to
Optionees to assist Optionees in satisfying such withholding obligation.

13.  NOTIFICATION UPON DISQUALIFYING DISPOSITION UNDER SECTION 421(B) OF THE
     CODE.

     Each Option Agreement with respect to an Incentive Stock Option shall
require the Optionee to notify the Company of any disposition of shares of New
Common Stock issued pursuant to the exercise of such Option under the
circumstances described in Section 421(b) of the Code (relating to certain
disqualifying dispositions), within ten days of such disposition.

14.  AMENDMENT OR TERMINATION OF THE PLAN.

     The Board may, at any time, suspend or terminate the Plan or revise or
amend it in any respect whatsoever; PROVIDED, HOWEVER, that stockholder approval
shall be required for any revision or amendment. Options may be granted under
the Plan prior to the receipt of such stockholder approval but each such grant
shall be subject in its entirety to such approval and no award may be exercised,
vested, or otherwise satisfied prior to the receipt of such approval. Nothing
herein shall restrict the Board's ability to exercise its discretionary
authority pursuant to Section 3, which discretion may be exercised without
amendment to the Plan. No action hereunder may, without the consent of an
Optionee, reduce the Optionee's rights under any outstanding Option.

15.  TRANSFERS OF OPTIONS.

     Except as otherwise determined by the Committee, and in any event in the
case of an Incentive Stock Option, no Option granted under the Plan shall be
transferable by an Optionee otherwise than by will or the laws of descent and
distribution. Unless otherwise determined by the Committee in accord with the
provisions of the immediately preceding sentence, an Option may be exercised,
during the lifetime of the Optionee, only by the Optionee or, during the period
the Optionee is under a legal disability, by the Optionee's guardian or legal
representative.

16.  EXPENSES AND RECEIPTS.

     The expenses of the Plan shall be paid by the Company. Any proceeds
received by the Company in connection with any Option will be used for general
corporate purposes.

17.  FAILURE TO COMPLY.

     In addition to the remedies of the Company elsewhere provided for herein,
failure by an Optionee (or beneficiary) to comply with any of the terms and
conditions of the Plan or the applicable Option Agreement, unless such failure
is remedied by such Optionee (or beneficiary) within ten days after notice of
such failure by the Committee, shall be grounds for the cancellation and
forfeiture of such Option, in whole or in part, as the Committee, in its
absolute discretion, may determine.

18.  APPLICABLE LAW.

     Except to the extent preempted by any applicable federal law, the Plan will
be construed and administered in accordance with the laws of the State of
Delaware, without reference to its principles of conflicts of law.

19.  PLAN SUBJECT TO CHARTER AND BYLAWS.

     The Plan is subject to the Charter and By-Laws of the Company, as they may
be amended from time to time.

20.  OPTIONEE RIGHTS.

     No Optionee shall have any claim to be granted any award under the Plan,
and there is no obligation for uniformity of treatment for Optionees. Except as
provided specifically herein, an Optionee or a transferee of an Option shall
have no rights as a stockholder with respect to any shares covered by any award
until the date of the issuance of a New Common Stock certificate to him or her
for such shares.

21.  UNFUNDED STATUS OF OPTIONS.

     The Plan is intended to constitute an "unfunded" plan for incentive and
deferred compensation. With respect to any payments not yet made to an Optionee
pursuant to an Option, nothing contained in the Plan or any Option Agreement
shall give any such Optionee any rights that are greater than those of a general
creditor of the Company.

22.  NO FRACTIONAL SHARES.

     No fractional shares of New Common Stock shall be issued or delivered
pursuant to the Plan. The Board shall determine whether cash, other Options, or
other property shall be issued or paid in lieu of such fractional shares or
whether such fractional shares or any rights thereto shall be forfeited or
otherwise eliminated.

23.  BENEFICIARY.

     A Optionee may file with the Committee a written designation of a
beneficiary on such form as may be prescribed by the Committee and may, from
time to time, amend or revoke such designation. If no designated beneficiary
survives the Optionee, the executor or administrator of the Optionee's estate
shall be deemed to be the grantee's beneficiary.

24.  INTERPRETATION.

     The Plan is designed and intended to comply with Rule 16b-3 and, to the
extent applicable, with Section 162(m) of the Code, and all provisions hereof
shall be construed in a manner to so comply.

25.  SEVERABILITY.

     If any provision of the Plan is held to be invalid or unenforceable, the
other provisions of the Plan shall not be affected but shall be applied as if
the invalid or unenforceable provision had not been included in the Plan.

26.  EFFECTIVE DATE AND TERM OF PLAN.

     The Plan is effective as of the date on which the Plan is approved by the
Board, or such other date as the Board may specify as the effective date,
subject to approval of the stockholders within twelve months before or after
such date. No Option shall be granted under the Plan after the close of business
on the day immediately preceding the tenth anniversary of the effective date of
the Plan. Subject to other applicable provisions of the Plan, all Options made
under the Plan prior to such termination of the Plan shall remain in effect
until such Options have been satisfied or terminated in accordance with the Plan
and the terms of such Options.



<PAGE>

                                PLAN SUPPLEMENT

                                   EXHIBIT J

                                       TO

                             REORGANIZATION PLAN OF
                         AMERICAN BANKNOTE CORPORATION

                          CONSULTANT OPTION AGREEMENT

<PAGE>



                           CONSULTANT OPTION AGREEMENT

          This CONSULTANT OPTION AGREEMENT (this "Option Agreement"), dated the
___ day of October 2000 (the "Date of Grant"), is between American Banknote
Corporation, a Delaware corporation (the "Company") and Morris Weissman (the
"Optionee").

                               W I T N E S S E T H

          WHEREAS, the Company and the Optionee have entered into a Consulting,
Non-Competition and Termination Agreement dated as of March 13, 2000 and amended
as of June 26, 2000 (the "Consulting Agreement"); and

          WHEREAS, the Section 3(c)(iii) of the Consulting Agreement provides
that, upon the effective date of the Reorganization Plan (as defined in the
Consulting Agreement), the Company shall grant the Optionee a number of options
that will entitle the Optionee to purchase up to 0.64% of the shares of the new
common stock in the Company to be issued pursuant to the Reorganization Plan
(the "Option"), subject to reduction as set forth in Section 3(c)(v) of the
Consulting Agreement, at an exercise price of $2.50 per share; and

          WHEREAS, the Optionee desires to receive this Option on the terms and
conditions hereinafter set forth.

          NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements contained herein, the parties hereto agree as follows:

                                   ARTICLE I
                                  OPTION GRANT

Section 1.1 --    NUMBER OF SHARES AND EXERCISE PRICE

          Subject to the terms and conditions set forth herein, the Company
hereby grants to the Optionee this Option, which entitles the Optionee to
purchase up to 88,531 shares of new common stock of the Company to be issued
pursuant to the Reorganization Plan, par value $.01 per share (the "New Common
Stock"), at a price of $2.50 per share (the "Exercise Price"), representing
0.64% of the shares of new common stock of the Company on a fully-diluted basis.

Section 1.2 --    TERM OF OPTION

          The term of this Option (the "Term") shall commence on the Date of
Grant and terminate upon the expiration of ten (10) years from the Date of Grant
(the "Expiration Date"). This Option shall be fully vested and exercisable on
the Date of Grant and shall continue to be exercisable, in whole or in part, at
any time or times prior to the Expiration Date. Upon the Expiration Date, all
rights of the Optionee hereunder shall cease.

Section 1.3 --    EXERCISE OF OPTION

          (a) This Option shall be exercised by delivering notice to the
Company's principal office, to the attention of its Secretary. Such notice shall
be accompanied by this Option Agreement, shall specify the number of shares of
New Common Stock with respect to which this Option is being exercised and the
effective date of the proposed exercise and shall be signed by the Optionee or
other person then having the right to exercise this Option. Payment for shares
of New Common Stock purchased upon the exercise of this Option shall be made on
the effective date of such exercise in cash or by certified check, bank
cashier's check, or wire transfer or by such other provision as the Board of
Directors of the Company (the "Board") may from time to time authorize.

          (b) Certificates for shares of New Common Stock purchased upon the
exercise of this Option shall be issued in the name of the Optionee or other
person entitled to receive such shares of New Common Stock, and delivered to the
Optionee or such other person as soon as practicable following the effective
date on which this Option is exercised.

          (c) Notwithstanding any other provision of this Option Agreement, no
portion of this Option shall be exercisable after the Expiration Date.

                                   ARTICLE II
                         TERMS AND CONDITIONS OF OPTION

Section 2.1 --    TRANSFERABILITY

          This Option may be transferred in whole or in part by the Optionee to
the Optionee's wife or to a trust for the benefit of the Optionee or his wife.

Section 2.2 --    CERTAIN ADJUSTMENTS

          (a) In the event that the Board shall determine that any dividend or
other distribution (whether in the form of cash, New Common Stock, or other
property), recapitalization, New Common Stock split, reverse New Common Stock
split, reorganization, merger, consolidation, spin-off, combination, repurchase,
or share exchange, or other similar corporate transaction or event, affects the
New Common Stock such that an adjustment is appropriate in order to prevent
dilution or enlargement of the rights of the Optionee, then the Board shall make
such equitable changes or adjustments as it deems necessary or appropriate to
any or all of (i) the number and kind of shares of New Common Stock or other
property (including cash) that may thereafter be issued in connection with this
Option, (ii) the number and kind of shares of New Common Stock or other property
(including cash) issued or issuable in respect of this Option, and (iii) the
Exercise Price relating to this Option.

          (b) The Company's Second Amended Reorganization Plan, dated September
12, 2000 (the "Plan") currently contemplates the issuance of up to 20 million
shares of New Common Stock, and it also contemplates that the holders of the
Company's 11 1/4% Senior Subordinated Notes due 2007 (the "Noteholders") shall
receive approximately 90% of the New Common Stock and that the Optionee shall
receive options under this Option Agreement entitling the Optionee to purchase
up to 0.64% of the New Common Stock on a fully diluted basis. In the event that
the Plan is revised to provide for the issuance of shares of New Common Stock to
satisfy any claim or claims against the Company asserted or that may be asserted
against the Company by the Securities and Exchange Commission or the United
States Department of Justice in the Chapter 11 Case, and the issuance of such
shares results in the Noteholders receiving, after considering the conversion of
all securities into New Common Stock, less than 90% of the New Common Stock,
then the number of shares of New Common Stock subject to this Option shall be
reduced by a percentage equal to the percentage reduction in the ownership of
New Common Stock by the Noteholders from 90%.

Section 2.3 --    OPTIONEE NOT REQUIRED TO EXERCISE OPTION

          The Optionee shall have no obligation to purchase and/or pay for, and
the Company shall have no obligation to issue, any shares of New Common Stock
except those shares of New Common Stock in respect of which the Optionee shall
have made an exercise pursuant to Section 1.3 hereof in accordance with the
terms and conditions of this Option Agreement.

Section 2.4 --    CLASSIFICATION

          This Option is not intended to be an "incentive stock option" within
the meaning of Section 422 of the Internal Revenue Code of 1986, as amended.

Section 2.5 --    SECURITIES MATTERS

          (a) The Company shall be under no obligation to effect the
registration, pursuant to the Securities Act of 1933, as amended, of any shares
of New Common Stock to be issued hereunder or to effect similar compliance under
any state laws. Notwithstanding anything herein to the contrary, the Company
shall not be obligated to cause to be issued or delivered any certificates
evidencing shares of New Common Stock pursuant to this Option Agreement unless
and until the Company is advised by its counsel that the issuance and delivery
of such certificates is in compliance with all applicable laws, regulations of
governmental authority, and the requirements of any securities exchange on which
shares of New Common Stock are traded. The Board may require, as a condition of
the issuance and delivery of certificates evidencing shares of New Common Stock
pursuant to the terms hereof, that the Optionee make such agreements and
representations, and that such certificates bear such legends, as the Board, in
its sole discretion, deems necessary or desirable to comply with applicable
securities laws.

          (b) The transfer of any shares of New Common Stock hereunder shall be
effective only at such time as counsel to the Company shall have determined that
the issuance and delivery of such shares is in compliance with all applicable
laws, regulations of governmental authority, and the requirements of any
securities exchange on which shares of New Common Stock are traded. In the event
that the Company is engaged in an offering or other registration of New Common
Stock, the Board may, in its sole discretion, defer the effectiveness of any
transfer of shares of New Common Stock hereunder in order to allow the issuance
of such shares to be made pursuant to registration or an exemption from
registration or other methods for compliance available under federal or state
securities laws. The Board shall inform the Optionee in writing of its decision
to defer the effectiveness of a transfer. During the period of such deferral in
connection with the exercise of this Option, the Optionee may, by written
notice, withdraw such exercise and obtain the refund of any amount paid with
respect thereto to comply with applicable securities laws.

Section 2.6 --    RIGHTS AS A STOCKHOLDER

          The Optionee shall not have any rights as a stockholder with respect
to any shares of New Common Stock covered by this Option until the date of
issuance of a stock certificate with respect to such shares. Except as otherwise
expressly provided in Section 2.2, no adjustment to this Option shall be made
for dividends or other rights for which the record date occurs prior to the date
such stock certificate is issued.

Section 2.7 --    NO FRACTIONAL SHARES

          No fractional shares of New Common Stock shall be issued or delivered
pursuant to this Option. The Board shall determine whether cash, other options,
or other property shall be issued or paid in lieu of such fractional shares or
whether such fractional shares or any rights thereto shall be forfeited or
otherwise eliminated.

                                  ARTICLE III
                                  MISCELLANEOUS

Section 3.1 --    NOTICES

          For the purposes of this Option Agreement, notices, demands, and all
other communications provided for hereunder shall be in writing and shall be
deemed to have been duly given when hand delivered or (unless otherwise
specified) when mailed by United States certified mail, return receipt
requested, postage prepaid, addressed as follows:

          to the Optionee at:

          Morris Weissman
          122 Kings Road
          Palm Beach, Florida 33480

          with a copy to:

          Weil, Gotshal & Manges LLP
          767 Fifth Avenue
          New York, New York 10153
          Att'n: Jeffrey S. Klein, Esq.

          to the Company at:

          410 Park Avenue
          New York, New York 10022
          Attn: Chairman of the Board

or to such other address as any party may have furnished to the others in
writing in accordance herewith, except that notices of change of address shall
be effective only upon receipt.

Section 3.2 --    SUCCESSORS

          The terms of this Option Agreement shall be binding upon and inure to
the benefit of the Company and its successors and assigns, and of the Optionee
and his executors, administrators, successors, heirs, distributees, devisees,
and legatees.

Section 3.3 --    INVALID PROVISION

          The invalidity or unenforceability of any particular provision hereof
shall not affect the other provisions hereof, and this Option Agreement shall be
construed in all respects as if such invalid or unenforceable provision had been
omitted.

Section 3.4 --    MODIFICATIONS

          No change, modification or waiver of any provision of this Option
Agreement shall be valid unless the same be in writing and signed by the parties
hereto.

Section 3.5 --    ENTIRE AGREEMENT

          This Option Agreement contains the entire understanding of the parties
hereto with respect to the subject matter hereof and supersedes all prior
communications, representations, and negotiations in respect thereof.

Section 3.6 --    GOVERNING LAW

          This Option Agreement shall be governed by, and construed and enforced
in accordance with, the laws of the State of New York, without regard to its
conflicts of law rules.

Section 3.7 --    COUNTERPARTS

          This Option Agreement may be executed in counterparts, each of which
shall be deemed to be an original but all of which together shall constitute one
and the same instrument.

Section 3.8 --    HEADINGS

          The headings of the Sections hereof are provided for convenience only
and are not to serve as a basis for interpretation or construction, and shall
not constitute a part, of this Option Agreement.

<PAGE>

          IN WITNESS WHEREOF, the parties hereto have caused this Option
Agreement to be duly executed as of the date and year first written above.


                           AMERICAN BANKNOTE CORPORATION
                           By:   _______________________________
                                 Name:  Patrick J. Gentile
                                 Title: Senior Vice President - Finance

                           I hereby accept the foregoing grant
                           of an Option to acquire shares of
                           New Common Stock and understand and
                           agree that such Option and shares of
                           New Common Stock shall be subject to
                           and governed by the terms of this
                           Option Agreement.


                           -------------------------------
                           MORRIS WEISSMAN

<PAGE>


                                PLAN SUPPLEMENT

                                   EXHIBIT K

                                       TO

                             REORGANIZATION PLAN OF
                         AMERICAN BANKNOTE CORPORATION

                   AMENDMENT TO 10 3/8 SENIOR NOTES INDENTURE
<PAGE>

          This SECOND SUPPLEMENTAL INDENTURE (the "Second Supplemental
Indenture") between AMERICAN BANKNOTE CORPORATION (formerly United States
Banknote Corporation), a Delaware corporation ("U.S. Banknote"), having its
principal office at 410 Park Avenue, New York, New York 10022, and HSBC BANK
USA, a banking corporation and trust company duly organized and existing under
the laws of the State of New York, having its principal corporate trust office
at 140 Broadway, New York, New York 10005, not in its individual capacity but
solely in its capacity as successor trustee under the Indenture referred to
below (the "Successor Trustee"), is made and entered into as of ____, 2000.

                                    RECITALS

          WHEREAS, U.S. Banknote executed and delivered to Chemical Bank, a New
York corporation (the "Former Trustee"), that indenture, dated as of May 15,
1992, as supplemented by the first supplemental indenture, dated as of May 23,
1994 (as so supplemented, the "Original Indenture"), and by this Second
Supplemental Indenture (the Original Indenture, as so supplemented, the
"Indenture"), providing for the issuance and sale by U.S. Banknote of its 10
3/8% Senior Notes due June 1, 2002 (the "Securities"); and

          WHEREAS, on December 8, 1999, U.S. Banknote filed a petition under
Chapter 11 of title 11 of the United States Code, 11 U.S.C. ss.ss. 101-1330, as
amended (the "Bankruptcy Code"), in the United States Bankruptcy Court for the
Southern District of New York (the "Bankruptcy Court"), commencing U.S.
Banknote's Chapter 11 case (the "Chapter 11 Case"); and

          WHEREAS, by order dated ___, 2000 (the "Confirmation Order"), entered
by the Bankruptcy Court pursuant to section 1129 of the Bankruptcy Code, the
Bankruptcy Court confirmed U.S. Banknote's second amended reorganization plan
dated September 12, 2000 (the "Plan"); and

          WHEREAS, Article III.C.1 of the Plan provides, among other things,
that the Original Indenture shall be amended as set forth herein; and

          WHEREAS, Article III.C.1 of the Plan and paragraph __ of the
Confirmation Order direct U.S. Banknote and the Successor Trustee to enter into
this Second Supplemental Indenture to effectuate the amendments required by the
Plan.

          NOW, THEREFORE, U.S. Banknote and the Successor Trustee hereby agree
that the following Sections supplement and amend the Original Indenture and the
Securities:

          Section 1. DEFINITIONS.

          (a) Capitalized terms used in this Second Supplemental Indenture
     without definition shall have the meanings ascribed to them in the Original
     Indenture.

          Section 2. AMENDMENTS.

          (a) The following definitions are hereby added to Section 1.01 of the
     Original Indenture in alphabetical order:

          "Bankruptcy Code" means title 11 of the United States Code, 11
          U.S.C.ss.ss.101-1330, as amended.

          "Bankruptcy Court" means the United States Bankruptcy Court for the
          Southern District of New York.

          "Chapter 11 Case" means the voluntary case, number 99-11577, commenced
          by American Banknote Corporation under Chapter 11 of the Bankruptcy
          Code in the Bankruptcy Court on December 8, 1999.

          "Consummation Date" has the meaning ascribed to it in the Plan.

          "Distribution Date" has the meaning ascribed to it in the Plan.

          "PIK Securities" means Securities issued in lieu of the payment of
          cash interest as provided in Section 2.02 or 5.01.

          "Plan" means the second amended reorganization plan of American
          Banknote Corporation, dated September 12, 2000, which was confirmed by
          order of the Bankruptcy Court pursuant to section 1129 of the
          Bankruptcy Code on ___, 2000.

          (b) The definition of "Change in Control" in Section 1.01 of the
Original Indenture is hereby amended by inserting the following language at the
end of such definition:

          ; PROVIDED, that, a "Change in Control" shall be deemed not to have
          occurred if any of the foregoing results solely from the Chapter 11
          Case, confirmation of the Plan, and/or the distributions received or
          to be received under the Plan by holders of claims against or equity
          interests in U.S Banknote.

          (c) The definition of "Permitted Liens" in Section 1.01 of the
Original Indenture is hereby amended by deleting the word "and" immediately
preceding clause (xviii) thereof and adding the following language at the end of
such definition:

          ; and (xix) Liens securing Indebtedness permitted by Section 5.07(xi)
          or 5.08(ix).

          (d) Section 2.02 of the Original Indenture is hereby amended by
deleting the eighth paragraph and inserting the following in lieu thereof:

          The Securities shall be issuable only in registered form without
          coupons and, except as set forth in the next paragraph, shall be in
          denominations of $1,000 and any integral multiple thereof.

          (e) Section 2.02 of the Original Indenture is hereby further amended
by adding the following paragraph at the end of such Section:

          Pursuant to the Plan and notwithstanding any other provision of this
          Indenture (including without limitation Section 2.12) or the
          Securities, U.S. Banknote shall issue and the Trustee shall
          authenticate and make available for delivery (i) additional Securities
          in the aggregate principal amount of $1,130,000 and an issuance date
          of the Consummation Date to be distributed on the Distribution Date
          pro rata among the holders of Securities of record as of September 12,
          2000, (ii) PIK Securities in the aggregate principal amount of
          $[aggregate unpaid interest through the interest payment date
          immediately preceding the Consummation Date] and an issuance date of
          the Consummation Date to be distributed on the Distribution Date pro
          rata among the holders of Securities of record as of September in lieu
          of unpaid cash interest through the interest payment date immediately
          preceding the Consummation Date and (iii) as and when so elected by
          U.S. Banknote pursuant to Section 5.01, PIK Securities in lieu of cash
          interest (each, an "Additional Security" and, collectively with
          Securities issued pursuant to Section 2.06 or 2.07 in respect of such
          Additional Securities, the "Additional Securities"). Additional
          Securities may be issued in denominations (rounded, if necessary, down
          to the nearest dollar) of $1 and integral multiples thereof. Each
          Additional Security is an additional obligation of U.S. Banknote and
          shall be governed by, and entitled to the benefits of, and shall be
          subject to the terms of, this Indenture and shall rank pari passu with
          and be subject to the same terms (including the interest rate from
          time to time payable thereon) as the Securities (except, as the case
          may be, with respect to the issuance date and aggregate principal
          amount) and shall have the benefit of all Liens securing the
          Securities.

          (f) Section 2.04 of the Original Indenture is hereby amended by adding
the following paragraph at the end of such Section:

          Any PIK Securities that may be issued shall be deposited, held and
          paid as if they were "money" for purposes of the foregoing provisions
          of this Section 2.04.

          (g) Any and all remaining obligations of U.S. Banknote under Article 3
of the Original Indenture shall be deemed to have been extinguished as of the
Consummation Date.

          (h) Section 4.02 of the Original Indenture is hereby amended by adding
the following language at the end of the third sentence of such Section:

          , except that PIK Securities shall be in integral multiples of $1.00.

          (i) Section 5.01 of the Original Indenture is hereby amended by adding
the following language at the end of such Section:

          Notwithstanding the foregoing and anything to the contrary herein or
          in the Securities, (i) the maturity of the Securities is extended to
          June 1, 2003, (ii) payment of unpaid interest on the Securities from
          and after [the last interest payment date on which cash interest was
          paid] through the interest payment date immediately preceding the
          Consummation Date shall be made as provided in Section 2.02 and (iii)
          payment of interest from and after the Consummation Date through and
          including June 1, 2002 shall be made either in cash or in PIK
          Securities as U.S. Banknote shall determine at its sole option as to
          each interest payment date, with the principal amount of any PIK
          Security so issued to be equal to the amount of cash interest
          otherwise due and payable and the issuance date of such PIK Security
          to be the interest payment date on which such cash interest would
          otherwise be due and payable.

          (j) Section 5.02 of the Original Indenture is hereby amended by adding
the following language at the end of such Section:

               (4) Notwithstanding the foregoing provisions of this Section
          5.02, U.S. Banknote shall be excused from compliance with this Section
          5.02 until 30 days after the date that U.S. Banknote completes the
          preparation of such audited and/or restated financial statements which
          are required to be included by U.S. Banknote in its new and/or amended
          filings under the Exchange Act for U.S. Banknote to comply with its
          Exchange Act filing obligations.

          (k) Section 5.03(2) of the Original Indenture is hereby amended by
adding the following language at the end of such Section:

          Notwithstanding the foregoing provisions of this Section 5.03(2), U.S.
          Banknote shall be excused from compliance with this Section 5.03(2)
          until 30 days after the date that U.S. Banknote completes the
          preparation of such audited and/or restated financial statements which
          are required to be included by U.S. Banknote in its new and/or amended
          filings under the Exchange Act for U.S. Banknote to comply with its
          Exchange Act filing obligations.

          (l) Section 5.06(c) of the Original Indenture is hereby amended by
deleting "$15 million" in clause (i) of the second paragraph thereof and
substituting in its place "$20 million."

          (m) Section 5.07 of the Original Indenture is hereby amended by
deleting the word "and" immediately preceding clause (ix) thereof and adding the
following language at the end of such Section:

          ; (x) Indebtedness arising pursuant to any new credit agreement in a
          principal amount not to exceed $5 million; and (xi) Indebtedness in an
          aggregate principal amount (together with the principal amount of any
          Indebtedness then outstanding under Section 5.08 (ix)) not to exceed
          $1 million in the form of one or more loans from one or more public
          finance authorities or private third-party lenders."

          (n) Section 5.08 of the Original Indenture is hereby amended by
deleting the word "and" immediately preceding clause (viii) thereof and adding
the following language at the end of such Section:

          ; and (ix) Indebtedness in an aggregate principal amount (together
          with the principal amount of any Indebtness then outstanding under
          Section 5.07 (xi)) not to exceed $1 million in the form of one or more
          loans from one or more public finance authorities or private
          third-party lenders.

          (o) Notwithstanding any provisions of the Original Indenture or the
Securities to the contrary, any and all Defaults or Events of Default existing
on the Consummation Date shall be deemed to have been waived as of the
Consummation Date.

          (p) Section 5.15 of the Original Indenture is hereby amended by
deleting "$5 million" in the first sentence of the second paragraph thereof and
substituting in its place "$7.5 million."

          (q) Exhibit A to the Original Indenture is hereby amended and restated
effective as of the Consummation Date in the form of Exhibit A to this Second
Supplemental Indenture.

          Section 3. MISCELLANEOUS

          (a) COUNTERPARTS. This Amendment may be executed by the parties hereto
in separate counterparts, each of which when so executed and delivered shall be
an original, but all such counterparts shall together constitute but one and the
same instrument.

          (b) GOVERNING LAW. THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YOUR,
AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

          (c) REAFFIRMATION OF PLEDGE AGREEMENT. The parties hereto agree and
acknowledge that nothing contained in this Second Supplemental Indenture in any
manner or respect limits or terminates any of the provisions of the Pledge
Agreement and that the Pledge Agreement remains and continues in full force and
effect and is hereby ratified and reaffirmed in all respects.




<PAGE>


          IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed as of the date first above written.


                                     AMERICAN BANKNOTE
                                     CORPORATION

                                     By:
                                        -----------------------------

                                     Its:
                                         ----------------------------

                                     410 Park Avenue
                                     New York, New York 10022-4407

                                     HSBC BANK USA, NOT IN ITS
                                     INDIVIDUAL CAPACITY BUT
                                     SOLELY AS SUCCESSOR TRUSTEE

                                     By:
                                        ----------------------------

                                     Its:
                                         ---------------------------

                                         140 Broadway
                                         New York, New York 10005



<PAGE>


                                    EXHIBIT A

                           [FORM OF FACE OF SECURITY]

                 AMERICAN BANKNOTE CORPORATION (FORMERLY UNITED
                          STATES BANKNOTE CORPORATION)

                      10 3/8% Senior Note due June 1, 2003



No.                                $                                 CUSIP


          American Banknote Corporation (formerly United States Banknote
Corporation), a Delaware corporation ("ABN" which term includes any successor
corporation under the Indenture hereinafter referred to), promises to pay to
_______ or registered assigns, the principal amount of _______ Dollars on June
1, 2003.

          Interest Payment Dates; June 1 and December 1, commencing [the first
December 1 or June 1 following the Consummation Date]

          Record Dates: May 15 and November 15.

          Reference is hereby made to the further provisions of this Security
set forth on the reverse hereof which further provisions shall for all purposes
have the same effect as if set forth at this place.



<PAGE>



          IN WITNESS WHEREOF, ABN has caused this Security to be signed manually
or by facsimile by its duly authorized officers and a facsimile of its corporate
seal to be affixed hereto or imprinted hereon.


                                              American Banknote Corporation

                                              By:
                                                 ---------------------------
                                                 Name:
                                                 Title:

                                              By:
                                                 ---------------------------
                                                 Name:
                                                 Title:

                                              By:
                                                 ---------------------------
                                                 Name:
                                                 Title:

Dated:  _______________________________

TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities referred to in the within-mentioned Indenture.

HSBC Bank USA, not in its individual
capacity but solely as successor indenture
trustee


                 By:  ____________________________
                            Authorized Officer



<PAGE>


                       [FORM OF REVERSE SIDE OF SECURITY]

                      10 3/8% Senior Note due June 1, 2003

     1.   INTEREST

          American Banknote Corporation (formerly United States Banknote
     Corporation), a Delaware corporation ("ABN"), promises to pay interest on
     the principal amount of this Security at the rate per annum shown above.
     Interest will be payable semi-annually on each interest payment date,
     commencing [the first December 1 or June 1 following the Consummation
     Date]. Interest on the Securities will accrue from the most recent interest
     payment date as to which interest has been paid on such Securities, or if
     no interest has been paid on a Security, from the date of issuance of such
     Security; provided that, if there is no existing Event of Default in the
     payment of interest and if this Security is authenticated between a record
     date referred to on the face hereof and the next succeeding interest
     payment date, interest shall accrue from such interest payment date.
     Interest will be computed on the basis of a 360-day year of twelve 30-day
     months.

          ABN shall pay interest on overdue principal and interest on overdue
     installments of interest, to the extent lawful, at the rate per annum borne
     by the Securities.

     2.   METHOD OF PAYMENT

          ABN will pay interest on the Securities (except defaulted interest) to
     the persons who are registered Holders at the close of business on May 15
     and November 15 immediately preceding the interest payment date even if the
     Security is cancelled on registration of transferor registration of
     exchange (other than with respect to the purchase of Securities pursuant to
     an offer to purchase securities made in connection with Sections 5.14 or
     5.15 of the Indenture after such record date). Holders must surrender
     Securities to a Paying Agent to collect principal payments. ABN will pay
     principal, premium, if any, and interest in money of the United States that
     at the time of payment is legal tender for payment of public and private
     debts. However, ABN may pay principal and interest by its check payable in
     such money. It may mail an interest payment to a Securityholder's
     registered address. Notwithstanding the foregoing, ABN may issue PIK
     Securities in lieu of the payment of cash interest under the circumstances
     contemplated by Section 2.02 or 5.01 of the Indenture.

     3.   PAYING AGENT AND REGISTRAR

          Initially, the Trustee will act as Paying Agent and Registrar. ABN may
     appoint and change any Paying Agent or Registrar without notice, other than
     notice to the Trustee. ABN or any Subsidiary or an Affiliate of either of
     them may act as Paying Agent, Registrar or coregistrar.

     4.   INDENTURE

          ABN issued the Securities under an Indenture, dated as of May 15, 1992
     (as amended and supplemented, the "Indenture"), between ABN and the
     Trustee. The terms of the Securities include those stated in the Indenture
     and those made part of the Indenture by reference to the Trust Indenture
     Act of 1939, as amended and as in effect on the date of the indenture (the
     "TIA") and as provided in the Indenture. Capitalized terms used herein and
     not defined herein have the meanings ascribed thereto in the Indenture. The
     Securities are subject to all such terms, and Securityholders are referred
     to the Indenture and the TIA for a statement of those terms.

     5.   OPTIONAL REDEMPTION

          The Securities are redeemable as a whole, or from time to time in
     part, at any time at the option of ABN at 100% of principal amount together
     with accrued and unpaid interest to the Redemption Date.

     6.   NOTICE OF REDEMPTION

          Notice of redemption will be mailed at least 15 days but not more than
     60 days before the Redemption Date to each Holder of Securities to be
     redeemed at the Holder's registered address. Securities in denominations
     larger than $1,000 of principal amount may be redeemed in part but only in
     integral multiples of $1,000 of principal amount, except that PIK
     Securities may be in integral multiples of $1.00.

     7.   REQUIREMENT THAT ABN OFFER TO PURCHASE SECURITIES UNDER CERTAIN
          CIRCUMSTANCES

          Subject to the terms and conditions of the Indenture, ABN shall become
     immediately obligated to offer to purchase the Securities pursuant to
     Section 5.14 of the Indenture after the occurrence of a Change in Control
     of ABN at a price equal to 101% of aggregate principal amount plus accrued
     and unpaid interest, if any, to the date of purchase. In addition, to the
     extent that there are Excess Proceeds from Major Asset Sales which are not
     reinvested, ABN will be obliged to offer to purchase Securities at 101% of
     principal amount plus accrued interest, in accordance with Section 5.15 of
     the Indenture.

     8.   DENOMINATIONS; TRANSFER; EXCHANGE

          The Securities are in registered form, without coupons, in
     denominations of $1,000 of principal amount and integral multiples of
     $1,000, except that PIK Securities are in integral multiples of $1.00. A
     Holder may transfer or exchange Securities in accordance with the
     Indenture. The Registrar may require a Holder, among other things, to
     furnish appropriate endorsements and transfer documents and to pay any
     taxes and fees required by law or permitted by the Indenture. The Registrar
     need not transfer or exchange any Securities selected for redemption
     (except, in the, case of a Security to be redeemed in part, the portion of
     the Security not to be redeemed) or any Securities for a period of 15 days
     before a selection of Securities to be redeemed.

     9.   PERSONS DEEMED OWNERS

          The registered Holder of this Security may be treated as the owner of
     this Security for all purposes.

     10.  AMENDMENT: WAIVER

          Subject to certain exceptions set forth in the Indenture, (i) the
     Indenture or the Securities may be amended with the written consent of the
     Holders of at least a majority in aggregate principal amount of the
     Securities at the time outstanding and (ii) certain defaults or
     noncompliance with certain provisions may be waived with the written
     consent of the Holders of a majority in aggregate principal amount of the
     Securities at the time outstanding. Subject to certain exceptions set forth
     in the Indenture, without the consent of any Securityholder, ABN and the
     Trustee may amend the Indenture or the Securities to cure any ambiguity,
     defect or inconsistency, or to comply with Article 6 of the Indenture, or
     to provide for uncertificated Securities in addition to certificated
     Securities, or to comply with any requirements of the Securities and
     Exchange Commission in connection with the qualification of the Indenture
     under the TIA, or to make any change that does not adversely affect the
     rights of any Securityholder.

     11.  DEFAULTS AND REMEDIES

          Under the Indenture, Events of Default include (i) default in payment
     of the principal amount, premium if any, or interest, in respect of the
     Securities when the same becomes due and payable subject, in the case of
     interest, to the grace period contained in the Indenture; (ii) failure by
     ABN to comply with other agreements in the Indenture or the Securities,
     subject to notice and lapse of time; (iii) certain events of acceleration
     prior to maturity of certain indebtedness; (iv) certain final judgments
     which remain undischarged; or (v) certain events of bankruptcy or
     insolvency. If an Event of Default occurs and is continuing, the Trustee,
     or the Holders of at least 25% in aggregate principal amount of the
     Securities at the time outstanding, may declare all the Securities to be
     due and payable immediately. Certain events of bankruptcy or insolvency are
     Events of Default which will result in the Securities becoming due and
     payable immediately upon the occurrence of such Events of Default.

          Securityholders may not enforce the Indenture or the Securities except
     as provided in the Indenture. The Trustee may refuse to enforce the
     Indenture or the Securities unless it receives reasonable indemnity or
     security. Subject to certain limitations, Holders of a majority in
     aggregate principal amount of the Securities at the time outstanding may
     direct the Trustee in its exercise of any trust or power. The Trustee may
     withhold from Securityholders notice of any continuing Default (except a
     Default in payment of amounts specified in clause (i) above) if it
     determines that withholding notice is in their interests.

     12.  TRUSTEE DEALINGS WITH ABN

          Subject to certain limitations imposed by the TIA, the Trustee under
     the Indenture, in its individual or any other capacity, may become the
     owner or pledgee of Securities and may otherwise deal with and collect
     obligations owed to it by ABN or its Affiliates and may otherwise deal with
     ABN or its Affiliates with the same rights it would have if it were not
     Trustee.

     13.  NO RECOURSE AGAINST OTHERS

          A director, officer, employee or stockholder, as such, of ABN shall
     not have any liability for any obligations of ABN under the Securities or
     the Indenture or for any claim based on, in respect of or by reason of such
     obligations or their creation. By accepting a Security, each Securityholder
     waives and releases all such liability. The waiver and release are part of
     the consideration for the issue of the Securities.

     14.  AUTHENTICATION

          This Security shall not be valid until an authorized officer of the
     Trustee manually signs the Trustee's Certificate of Authentication on the
     other side of this Security.

     15.  ABBREVIATIONS

          Customary abbreviations may be used in the name of a Securityholder or
     an assignee, such as TEN CON (= tenants in common), TEN ENT (= tenants by
     the entireties), JT TEN (= joint tenants with right of survivorship and not
     as tenants in common), CUST (= custodian), and U/G/M/A (= Uniform Gift to
     Minors Act).

     16.  PLEDGE AGREEMENT

          Each Holder by accepting this Security agrees to all of the terms and
     provisions of the Pledge Agreement as the same may be amended or
     supplemented pursuant to the provisions of the Pledge Agreement and the
     Indenture. The Trustee and each of the Securityholders acknowledge that a
     release of Collateral in accordance with the terms of the Pledge Agreement
     will not be deemed for any purpose to be an impairment of the security
     under the Indenture.

     17.  UNCLAIMED MONEY

          If money for the payment of principal or interest remains unclaimed
     for two years, the Trustee or Paying Agent will pay the money back to ABN
     at its request. After that, Holders entitled to money must look to ABN for
     payment.

     18.  DISCHARGE PRIOR TO MATURITY

          If ABN deposits with the Trustee or Paying Agent money or U.S.
     Government Obligations sufficient to pay the principal of and interest on
     the Securities to maturity, ABN will be discharged from the Indenture
     except for certain Sections thereof.

     19.  SUCCESSOR

          When a successor Person to ABN assumes all the obligations of its
     predecessor under the Securities and the Indenture such predecessor shall
     be released from those obligations.

     20.  GOVERNING LAW

          THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN
     ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS
     MADE AND PERFORMED WITHIN THE STATE OF NEW YORK WITHOUT REGARD TO
     PRINCIPLES OF CONFLICTS OF LAWS.



<PAGE>


                                 ASSIGNMENT FORM


         To assign this Security, fill in the form below: (I) or (we) assign and
transfer this Security to:



------------------------------------------------------------------------------
                     (Insert assignee's social security or tax I.D. number)


---------------------------------------- -------------------------------------


---------------------------------------- -------------------------------------


---------------------------------------- -------------------------------------


---------------------------------------- -------------------------------------
                     (print or type assignee's name, address and zip code)

------------------------------------------------------------------------------

and irrevocably appoint _____________________________ agent to transfer this
Security on the books of ABN (formerly United States Banknote Corporation). The
agent may substitute another to act for him.


Dated:                              Signature:
     ----------------------                   ---------------------------------
                                            (Sign exactly as your name appears
                                            on the other side of this Security)

----------------------------------------------
Signature
Guarantee


                       OPTION OF HOLDER TO ELECT PURCHASE


          If you wish to elect to have all or any portion of this Security
purchased by ABN (formerly United States Banknote Corporation) pursuant to
Section 5.14 ("Change of Control Offer") or Section 5.15 ("Excess Proceeds
Offer") of the Indenture, check the applicable boxes:


        |__|  Section 5.14                         |__|   Section 5.15

              in whole    |__|                            in whole  |__|

              in part     |__|                            in part   |__|


              amount to be                                amount to be
              purchased: $ _______                        purchased: $______

Dated:                               Signature:
      --------------                           --------------------------------
                                               (Sign exactly as your name
                                               appears on the other side of
                                               this Security)
Signature
Guarantee:
           -------------------------------------


Social Security Number or
Taxpayer Identification Number:
                                -------------------------------------



<PAGE>


                                PLAN SUPPLEMENT

                                   EXHIBIT L

                                       TO

                      THIRD AMENDED REORGANIZATION PLAN OF
                         AMERICAN BANKNOTE CORPORATION

<PAGE>

                    REJECTED LEASES AND EXECUTORY CONTRACTS

                                    - NONE -

<PAGE>

                                PLAN SUPPLEMENT

                                   EXHIBIT M

                                       TO

                             REORGANIZATION PLAN OF
                         AMERICAN BANKNOTE CORPORATION

                     SETTLEMENT AGREEMENT BETWEEN AMERICAN
                       BANKNOTE CORPORATION AND AMERICAN
                          BANK NOTE HOLOGRAPHICS, INC.

<PAGE>

                              SETTLEMENT AGREEMENT

     SETTLEMENT AGREEMENT (this "AGREEMENT"), dated as of October __, 2000,
between AMERICAN BANKNOTE CORPORATION, a Delaware corporation having its
principal place of business at 410 Park Avenue, New York, New York 10022 ("ABN")
and AMERICAN BANK NOTE HOLOGRAPHICS, INC., a Delaware corporation having its
principal place of business at 399 Executive Boulevard, Elmsford, New York 10523
(the "CLAIMANT").


                              W I T N E S S E T H:

     WHEREAS, in July 1998 shares of the Claimant were offered to the public in
a public offering; and

     WHEREAS, at the time of the Claimant's public offering, ABN and the
Claimant entered into that certain separation agreement dated as of July 20,
1998 (the "SEPARATION AGREEMENT"); and

     WHEREAS, on May 10, 1999, various actions against ABN and the Claimant were
consolidated in two purported class action lawsuits in the United States
District Court for the Southern District of New York (the "DISTRICT COURT"). The
actions are captioned IN RE AMERICAN BANK NOTE HOLOGRAPHICS, INC. SECURITIES
LITIGATION, No. 99 Civ. 0412(CM) (S.D.N.Y.) and IN RE AMERICAN BANKNOTE
CORPORATION SECURITIES LITIGATION, No. 99 Civ. 0661(CM) (S.D.N.Y.)(together, the
"SECURITIES ACTIONS"). The actions name as defendants ABN, the Claimant, and
certain of their directors and officers, as well as others, and allege
violations of the federal securities laws in connection with the July, 1998
initial public offering of shares of the Claimant; and

     WHEREAS, ABN is the debtor and debtor-in-possession in the Chapter 11
reorganization case no. 99 B 11577 (PCB) (the "CHAPTER 11 CASE") filed on
December 8, 1999 under Chapter 11 of title 11 of the United States Code, 11
U.S.C. ss.ss. 101-1330, as amended (the "BANKRUPTCY CODE"), in the United States
Bankruptcy Court for the Southern District of New York (the "BANKRUPTCY COURT");
and

     WHEREAS, on or about January 24, 2000, the Claimant filed a proof of claim
against ABN in the Chapter 11 Case (the "CLAIM") in the amount of $47,844,299
based in part upon alleged obligations under the Separation Agreement and
liabilities stemming from alleged inaccurate financial statements filed by the
Claimant; and

     WHEREAS, ABN disputes the validity and amount of the Claim; and

     WHEREAS, ABN, the Claimant, the plaintiffs in the Securities Actions, and
certain other defendants in the Securities Actions agreed to settle their claims
(the "CLASS ACTION SETTLEMENT"); and

     WHEREAS, ABN and the Claimant wish to voluntarily settle and release each
other from any and all claims relating to the Claim upon the terms and
conditions set forth herein.

     NOW, THEREFORE, in consideration of the promises and of the releases,
representations, covenants, and obligations contained herein, the parties hereto
agree as follows:

          1.   SETTLEMENT ELEMENTS.

               (a) STOCK DISTRIBUTION. ABN shall deliver to the Claimant 25,000
shares of stock of reorganized ABN (the "STOCK DISTRIBUTION") issued in
connection with ABN's Chapter 11 reorganization plan (the "PLAN"), in accordance
with section 2 hereof.

               (b) TAX LIABILITIES. ABN shall be responsible for, and shall pay,
all asserted and unasserted income, franchise, or similar tax liabilities of the
Claimant of any kind, and all asserted and unasserted income, franchise, or
similar tax liabilities of any person for which the Claimant is or may be
liable, whether federal, state, or local, as well as all associated costs and
expenses (together, the "TAX LIABILITIES"), for the period January 1, 1990
through July 20, 1998, in accordance with section 2.b hereof. ABN's
responsibilities for the Tax Liabilities of the Claimant shall include all
asserted and unasserted tax liabilities of the Claimant and all asserted and
unasserted tax liabilities of any person for which the Claimant is or may be
liable, whether such asserted or unasserted tax liabilities arise with respect
to a separate return of the Claimant or by reason of the Claimant's being or
having been a member of a combined, consolidated, or similar return, whether the
Claimant is jointly and severally liable or is separately liable for such
asserted and unasserted tax liabilities. ABN shall indemnify the Claimant for
any asserted or unasserted tax liabilities of the Claimant described in this
subsection 1.b for which ABN is responsible and which are asserted against the
Claimant, and for any asserted and unasserted tax liabilities of ABN for the
aforementioned periods.

               (c) TAX REFUND. All income, franchise, or similar tax refunds for
the periods prior to July 20, 1998 shall belong to ABN (the "TAX REFUNDS"), and
shall be remitted to ABN in accordance with section 2.c hereof.

          2.   DISTRIBUTION AND PAYMENT TERMS.

               (a) SCHEDULED STOCK DISTRIBUTION. The Stock Distribution shall be
effected on the date scheduled for distributions (the "DISTRIBUTION DATE") under
the Plan, which date shall occur as soon as practicable after the consummation
of the Plan (the "CONSUMMATION DATE").

               (b) TAX LIABILITY PAYMENTS. ABN shall promptly indemnify and hold
harmless the Claimant from any and all Tax Liabilities in accordance with
section 1.b hereof at such time as the Claimant notifies ABN in writing that any
such Tax Liabilities have been asserted against the Claimant. The Claimant shall
cooperate with ABN to the extent that ABN seeks to dispute any such Tax
Liabilities with the appropriate governmental agency.

               (c) TAX REFUND PAYMENTS. On the Consummation Date, the Claimant
shall deliver to ABN any and all Tax Refunds received by Claimant or any of the
Claimant's affiliates on or prior to the Consummation Date. To the extent the
Claimant receives any Tax Refunds after the Consummation Date, the Claimant
shall deliver to ABN the Tax Refunds within five days of receipt of such tax
Refunds.

          3. NECESSARY APPROVALS. This Agreement shall be subject to (i)
approval by the Bankruptcy Court of a Chapter 11 reorganization plan filed by
ABN not inconsistent with this Agreement and (ii) an order of the District Court
authorizing the Class Action Settlement having been entered and having become a
final order, which settlement shall have been on terms acceptable to ABN and
Claimant. In the event that the foregoing do not occur, this Agreement shall be
of no force or effect, and nothing contained in this Agreement shall be deemed
to be an admission or concession of, or be in any way binding upon, any party
hereto, including in connection with any future litigation over the Claim and/or
the Securities Actions.

          4. RELEASES.

               (a) The Claimant (i) shall not be entitled to any payment in the
Chapter 11 Case other than as set forth herein and (ii) hereby waives any and
all other claims and administrative expenses in the Chapter 11 Case or
otherwise. Other than as set forth in the Class Action Settlement and in
sections 2 and 3 hereof, effective upon the Distribution Date, (i) the Claimant
shall be deemed to have withdrawn its Claim with prejudice and (ii) ABN, for
itself and all of its present officers, directors, and affiliates (as defined in
11 U.S.C. ss. 101 (2)), on the one hand, and the Claimant, for itself and all of
its present officers, directors, and affiliates, on the other, shall be deemed
to have released each other from any and all claims, charges, complaints, liens,
demands, causes of action, obligations, damages, or liabilities, known or
unknown, that each had, now has, or may hereafter claim to have against the
other by reason of any matter, cause, or thing whatsoever, whether or not
previously asserted before any court, including but not limited to (a) all
obligations that each may have to the other under the Separation Agreement, (b)
all sums allegedly owing by each of ABN and the Claimant and their respective
affiliates to the other, including the approximately $500,000 owed by the
Claimant to ABN on account of medical benefits and warehousing expenses, and (c)
the Claim.

               (b) Effective upon the Distribution Date, Sati B.V., a private
limited liability company governed by the laws of the Netherlands ("SATI") and
the Claimant shall be deemed to have released each other from any and all
claims, charges, complaints, liens, demands, causes of action, obligations,
damages, or liabilities, known or unknown, that each had, now has, or may
hereafter claim to have against the other by reason of any matter, cause, or
thing whatsoever, whether or not previously asserted before any court.

          5. REPRESENTATIONS AND ACKNOWLEDGMENTS. Each of ABN and the Claimant
represents that it is duly authorized to execute and deliver this Agreement.
Sati represents that it is duly authorized to execute the release set forth in
paragraph 4.b hereof. It is expressly understood and acknowledged that there
have not been any promises, agreements, warranties, representations, or
inducements, whether oral or written, expressed or implied, made by any party
hereto to the other, except to the extent expressly set forth herein.

          6. NOTICE; DELIVERY OF PAYMENTS. For purposes of this Agreement,
notices, demands, and all other communications provided for hereunder shall be
made in writing shall be deemed to have been duly given, and any payments or
distributions required to be made hereunder shall be deemed to have been made,
when hand delivered or when mailed by United States certified mail, return
receipt requested, postage prepaid, addressed as follows:

          to the Claimant at:
          American Bank Note Holographics, Inc.
          399 Executive Boulevard
          Elmsford, New York 10523
          Att'n: Mr. Kenneth Traub, President
          to ABN at:
          American Banknote Corporation
          410 Park Avenue
          New York, New York  10022
          Att'n:  Mr. Patrick J. Gentile, Senior Vice President - Finance

or to such other address as any party may have furnished to the others in
writing in accordance herewith, except that notices of change of address shall
be effective only upon actual receipt thereof.

          7. AMENDMENTS; WAIVER. No alterations, modifications, supplements,
changes, amendments, waivers, or termination of this Agreement shall be valid
unless in writing and executed by the parties hereto. No waiver of any of the
provisions of this Agreement shall constitute a waiver of any other such
provisions.

          8. ENTIRE AGREEMENT. This Agreement contains the entire agreement of
the parties hereto, and supersedes all prior and contemporaneous discussions,
negotiations, understandings, and agreements, whether oral or written, expressed
or implied, between and among the parties hereto regarding the subject matter of
this Agreement.

          9. COUNTERPARTS. This Agreement may be executed in counterparts, each
of which shall be deemed an original and all of which together shall be
considered one and the same Agreement.

<PAGE>
          IN WITNESS WHEREOF, ABN and the Claimant have executed this Agreement
as of the date and year set forth below, and Sati has executed the provisions of
paragraphs 4.b and 5 of this Agreement as of the date and year set forth below.



                             AMERICAN BANKNOTE CORPORATION
                             By:  _________________________________
                                     Its
                             Dated:            , 2000
                             SATI B.V.
                             AS TO PARAGRAPHS 4.B AND 5 ONLY By:
                             _________________________________
                                     Its
                             Dated:            , 2000
                             AMERICAN BANK NOTE HOLOGRAPHICS, INC.
                             By:  ______________________________________
                                   Its
                             Dated:           , 2000



<PAGE>
                                PLAN SUPPLEMENT

                                   EXHIBIT N

                                       TO

                             REORGANIZATION PLAN OF
                         AMERICAN BANKNOTE CORPORATION

                         REGISTRATION RIGHTS AGREEMENT


<PAGE>



                          REGISTRATION RIGHTS AGREEMENT


          This REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is entered into
as of ___________, 2000, by and among American Banknote Corporation, a Delaware
corporation (the "COMPANY"), and the Holders (as hereinafter defined) of
Registrable Securities (as hereinafter defined) who are parties to this
Agreement.

                               W I T N E S S E T H

          WHEREAS, certain Holders are acquiring Common Stock (as hereinafter
defined) pursuant to the Plan (as hereinafter defined); and

          WHEREAS, pursuant to the Plan, the Company is obligated to provide the
Holders with certain registration rights with respect to the Registrable
Securities and to take certain other actions with respect to the Registrable
Securities.

          NOW, THEREFORE, in consideration of the foregoing and of the mutual
premises and covenants contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:

     1.   DEFINITIONS.

          Unless otherwise defined herein, capitalized terms used herein and in
the recitals above shall have the following meanings:

          "AFFILIATE" of a Person means any Person that directly or indirectly
through one or more intermediaries controls or is controlled by, or is under
common control with, such other Person. For purposes of this definition, the
term "control" (including the terms "controlling," "controlled by," and "under
common control with") means the possession, direct or indirect, of the power to
cause the direction of the management and policies of a Person, whether through
the ownership of voting securities, by contract, or otherwise.

          "AUDIT DATE" has the meaning ascribed to such term in Section 2(a).

          "BUSINESS DAY" means any day except a Saturday, Sunday, or other day
which shall be a legal holiday or a day on which commercial banks in New York
City generally are authorized or required by law or other government actions to
be closed.

          "CLAIM" has the meaning ascribed to such term in Section 5(a).

          "COMMON STOCK" means the Common Stock, $.01 par value per share, of
the Company and includes any securities of the Company issued or issuable with
respect to such securities by way of a stock split, recapitalization, merger,
consolidation or other reorganization, or otherwise.

          "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations thereunder, or any similar or successor statute.

          "HOLDER" means a Person who (i) is a party to this Agreement (or a
permitted transferee thereof who has agreed in writing to be bound by the terms
of this Agreement) and (ii) owns Registrable Securities.

          "INDEMNIFIED PARTY" has the meaning ascribed to such term in Section
5(c).

          "INDEMNIFYING PARTY" has the meaning ascribed to such term in Section
5(c).

          "INSPECTORS" has the meaning ascribed to such term in Section
4(a)(ii).

          "LOCK-UP PERIOD" has the meaning ascribed to such term in Section 3.

          "LOSSES" has the meaning ascribed to such term in Section 5(a).

          "NASDAQ" means the Nasdaq Stock Market.

          "NASD" means the National Association of Securities Dealers, Inc.

          "PERSON" means any individual, firm, corporation, company,
partnership, trust, incorporated or unincorporated association, limited
liability company, joint venture, joint stock company, government (or an agency
or political subdivision thereof), or other entity of any kind, and shall
include any successor (by merger or otherwise) of any such entity.

          "PLAN" means the plan of reorganization of the Company under Chapter
11 of title 11 of the United States Code, 11 U.S.C. ss. ss. 101 - 1330 that was
filed by with the United States Bankruptcy Court for the Southern District of
New York on September 12, 2000, as the same may be amended, modified, or
supplemented from time to time in accordance with the terms thereof, and
confirmed by such court on ______________________.

          "REGISTRATION EXPENSES" mean all expenses (other than underwriting
discounts and commissions) arising from or incident to the performance of, or
compliance with, this Agreement, including, without limitation, (a) SEC, stock
exchange, NASD, and other registration and filing fees, (b) all fees and
expenses incurred in connection with complying with any securities or blue sky
laws (including, without limitation, fees, charges, and disbursements of counsel
in connection with blue sky qualifications of the Registrable Securities), (c)
all printing, messenger, and delivery expenses, (d) the fees, charges, and
disbursements of counsel to the Company and of its independent public
accountants and any other accounting and legal fees, charges, and expenses
incurred by the Company (including, without limitation, any expenses arising
from any special audits or "comfort letters" required in connection with or
incident to any registration), (e) the fees, charges, and disbursements of any
special experts retained by the Company in connection with any registration
pursuant to the terms of this Agreement, (f) all internal expenses of the
Company (including, without limitation, all salaries and expenses of its
officers and employees performing legal or accounting duties), (g) the fees and
expenses incurred in connection with the listing of the Registrable Securities
on any securities exchange or Nasdaq, and (h) Securities Act liability insurance
(if the Company elects to obtain such insurance), regardless of whether any
Registration Statement filed in connection with such registration is declared
effective. "Registration Expenses" shall also include fees, charges and
disbursements of a single counsel to all of the Holders participating in
preparation of the Shelf Registration Statement.

          "REGISTRABLE SECURITIES" means any and all (i) shares of Common Stock
issued or issuable pursuant to the Plan, (ii) Restated 10 3/8% Senior Notes,
(iii) New Warrants (as defined in the Plan), (iv) Equity Options (as defined in
the Plan), and (v) shares of Common Stock issued or issuable upon the exercise
of the New Warrants, the Equity Options or the Rights (as defined in the Plan).
For the purposes of this Agreement, Registrable Securities will cease to be
Registrable Securities when (i) the Shelf Registration Statement covering such
Registrable Securities has been declared effective under the Securities Act by
the SEC and all of such Registrable Securities have been disposed of pursuant to
such effective Shelf Registration Statement, (ii) such Registrable Securities
are distributed to the public pursuant to Rule 144 or another exemption from
registration under the Securities Act, or (iii) such Registrable Securities
cease to be outstanding.

          "REGISTRATION STATEMENT" shall mean any Registration Statement of the
Company filed with the SEC on the appropriate form pursuant to the Securities
Act which covers any of the shares of Common Stock and any other Registrable
Securities pursuant to the provisions of this Agreement and all amendments and
supplements to any such Registration Statement, including post-effective
amendments, in each case including the prospectus contained therein, all
exhibits thereto, and all materials incorporated by reference therein.

          "SEC" means the Securities and Exchange Commission, or any other
successor thereto.

          "SECURITIES ACT" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated by the SEC thereunder or any similar or
successor statute.

          "SHELF REGISTRATION" has the meaning ascribed to such term in Section
2(a).

          "SHELF REGISTRATION STATEMENT" has the meaning ascribed to such term
in Section 2(a).

     2.    SHELF REGISTRATION.

          (a) FILING OBLIGATION. As promptly as practicable, but in no event
later than thirty (30) days after the date (the "Audit Date") that the Company
completes the preparation of such audited financial statements which are
required to permit a Registration Statement to be filed and become effective
under the Securities Act, the Company shall prepare and file with the SEC a
"shelf" registration statement for an offering to be made on a continuous basis
pursuant to Rule 415 under the Securities Act (a "Shelf Registration Statement")
on Form S-1 or Form S-3 or any other appropriate form (or any successor form)
under the Securities Act covering the resale of the Registrable Securities (the
"Shelf Registration"). The Company shall use its reasonable best efforts to
cause the Shelf Registration to be declared effective under the Securities Act
as promptly as practicable and, once effective, the Company shall use its
reasonable best efforts to cause such Shelf Registration to remain effective for
a period ending on the earlier of: (i) the date on which all Registrable
Securities have been sold pursuant to the Shelf Registration or pursuant to Rule
144 under the Securities Act, (ii) subject to Section 5(c), the date which is
the three (3)-year anniversary of the date the Shelf Registration Statement is
declared effective by the SEC and (iii) there are no remaining Registrable
Securities outstanding. The Company shall not permit any securities other than
the Registrable Securities to be included in the Shelf Registration. The Shelf
Registration Statement shall contain a broad-form plan of distribution except
that it shall not include provisions permitting underwritings.

          (b) EXPENSES. The Company shall pay all Registration Expenses in
connection with the Shelf Registration, whether or not it becomes effective.

     3.   HOLDBACK AGREEMENTS.

          Each Holder whose Registrable Securities are covered by the Shelf
Registration Statement agrees not to effect any public sale or distribution of
any Registrable Securities being registered or of any securities convertible
into or exchangeable or exercisable for such Registrable Securities, including a
sale pursuant to Rule 144 under the Securities Act, during a period of not more
than ninety (90) days (the "LOCK-UP PERIOD"), as may be requested by the
managing underwriter in the case of an underwritten public offering; PROVIDED,
HOWEVER, that if any other holder of securities participating in such
underwritten public offering shall be subject to a shorter period, then the
Lock-Up Period shall be such shorter period.

     4.   REGISTRATION PROCEDURES.

          (a) OBLIGATIONS OF THE COMPANY. In connection with the Shelf
Registration, the Company shall use its reasonable best efforts to effect the
registration and sale of Registrable Securities in accordance with the intended
method of distribution thereof as quickly as practicable, and in connection with
any such request, the Company shall, as expeditiously as possible:

               (i) PARTICIPATION IN PREPARATION. Provide any Holder of
Registrable Securities and any attorney, accountant or other agent retained by
any Participating Holder (each, an "INSPECTOR" and, collectively, the
"INSPECTORS") the opportunity to participate, including, but not limited to,
reviewing, commenting on, and attending all meetings in the preparation of the
Shelf Registration Statement, each prospectus included therein or filed with the
SEC and each amendment or supplement thereto;

               (ii) DUE DILIGENCE. For a reasonable period prior to the filing
of the Shelf Registration Statement pursuant to this Agreement, make available
for inspection and copying by the Inspectors such financial and other
information and books and records, pertinent corporate documents, and properties
of the Company and its subsidiaries, and cause the officers, directors,
employees, counsel, and independent certified public accountants of the Company
and its subsidiaries to respond to such inquiries and to supply all information
reasonably requested by any such Inspector in connection with such Registration
Statement, as shall be reasonably necessary, in the judgment of the respective
counsel referred to in Section 4(a)(i), to conduct a reasonable investigation
within the meaning of the Securities Act;

               (iii) GENERAL NOTIFICATIONS. Promptly notify in writing the
Holders (A) when the Shelf Registration Statement or the prospectus included
therein or any prospectus amendment or supplement or post-effective amendment
has been filed, and, with respect to the Shelf Registration Statement or any
post-effective amendment, when the same has become effective, (B) when the SEC
notifies the Company whether there will be a "review" of the Shelf Registration
Statement, (C) of any comments (oral or written) by the SEC and by the blue sky
or securities commissioner or regulator of any state with respect thereto, or
(D) of any request by the SEC for any amendments or supplements to the Shelf
Registration Statement or the prospectus or for additional information;

               (iv) 10B-5 NOTIFICATION. Promptly notify in writing the Holders,
any sales or placement agent therefor, and the managing underwriter of the
securities being sold pursuant to any Registration Statement at any time when a
prospectus relating thereto is required to be delivered under the Securities Act
upon discovery that, or upon the happening of any event as a result of which,
any prospectus included in the Shelf Registration Statement (or amendment or
supplement thereto) contains an untrue statement of a material fact or omits to
state any material fact required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances under which they
were made and the Company shall promptly prepare a supplement or amendment to
such prospectus so that after delivery of such prospectus, as so amended or
supplemented, to the purchasers of such Registrable Securities, such prospectus,
as so amended or supplemented, shall not contain an untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading in light of the
circumstances under which they were made;

               (v) NOTIFICATION OF STOP ORDERS; SUSPENSIONS OF QUALIFICATIONS
AND EXEMPTIONS. Promptly notify in writing the Holders of the issuance by the
SEC of (A) any stop order issued or threatened to be issued by the SEC or (B)
any notification with respect to the suspension of the qualification or
exemption from qualification of any of the Registrable Securities for sale in
any jurisdiction or the initiation or threatening of any proceeding for such
purpose and the Company agrees to use its reasonable best efforts to (x) prevent
the issuance of any such stop order, and in the event of such issuance, to
obtain the withdrawal of any such stop order and (y) obtain the withdrawal of
any order suspending or preventing the use of any related prospectus or
suspending the qualification of any Registrable Securities included in the Shelf
Registration Statement for sale in any jurisdiction at the earliest practicable
date;

               (vi) AMENDMENTS AND SUPPLEMENTS. Prepare and file with the SEC
such amendments, including post-effective amendments, as may be necessary to
keep the Shelf Registration Statement continuously effective for the applicable
time period required hereunder; cause the related prospectus to be supplemented
by any required prospectus supplement, and as so supplemented to be filed
pursuant to Rule 424 (or any similar provisions then in force) promulgated under
the Securities Act; and comply with the provisions of the Securities Act and the
Exchange Act with respect to the disposition of all securities covered by the
Shelf Registration Statement during such period in accordance with the intended
methods of disposition by the sellers thereof set forth in the Shelf
Registration Statement as so amended or in such prospectus as so supplemented;

               (vii) COPIES. Furnish as promptly as practicable to each
Inspector prior to filing the Shelf Registration Statement or any supplement or
amendment thereto, copies of the Shelf Registration Statement, supplement, or
amendment as it is proposed to be filed, and after such filing such number of
copies of the Shelf Registration Statement, each amendment and supplement
thereto (in each case including all exhibits thereto), the prospectus included
in the Shelf Registration Statement (including each preliminary prospectus) and
such other documents as each such Holder or underwriter may reasonably request
to facilitate the disposition of the Registrable Securities owned by such
Holder;

               (viii) BLUE SKY. Use its reasonable best efforts to, prior to any
public offering of the Registrable Securities, register or qualify (or seek an
exemption from registration or qualifications) such Registrable Securities under
such other securities or blue sky laws of such jurisdictions as any Holder may
request, and to continue such qualification in effect in each such jurisdiction
for as long as is permissible pursuant to the laws of such jurisdiction, or for
as long as a Holder requests or until all of such Registrable Securities are
sold, whichever is shortest, and do any and all other acts and things which may
be reasonably necessary or advisable to enable any Holder to consummate the
disposition in such jurisdictions of the Registrable Securities; PROVIDED,
HOWEVER, that the Company shall not be required to (A) qualify generally to do
business in any jurisdiction where it would not otherwise be required to qualify
but for this Section 4(a)(viii), (B) subject itself to material taxation in any
such jurisdiction, or (C) consent to general service of process in any such
jurisdiction;

               (ix) OTHER APPROVALS. Use its reasonable best efforts to obtain
all other approvals, consents, exemptions, or authorizations from such
governmental agencies or authorities as may be necessary to enable the Holders
to consummate the disposition of Registrable Securities;

               (x) AGREEMENTS. Enter into customary agreements and take such
other actions as may be reasonably required in order to expedite or facilitate
the disposition of Registrable Securities;

               (xi) "COLD COMFORT" LETTER. Use its reasonable best efforts to
obtain a "cold comfort" letter from the Company's independent public accountants
in customary form and covering such matters of the type customarily covered by
"cold comfort" letters as the Holders may reasonably request;

               (xii) SEC COMPLIANCE, EARNINGS STATEMENT. Use its reasonable best
efforts to comply with all applicable rules and regulations of the SEC, and make
available to its stockholders, as soon as reasonably practicable, but no later
than fifteen (15) months after the effective date of the Shelf Registration
Statement, an earnings statement covering a period of twelve (12) months
beginning after the effective date of the Shelf Registration Statement, in a
manner which satisfies the provisions of Section 11(a) of the Securities Act and
Rule 158 thereunder;

               (xiii) NASD. Cooperate with each Holder in connection with any
filings required to be made with the NASD;

               (xiv) LISTING. Use its reasonable best efforts to cause the
Common Stock to be listed on the New York Stock Exchange, the American Stock
Exchange or the Nasdaq (including any required filing of a registration
statement under the Exchange Act), and, if listed on Nasdaq, use its reasonable
best efforts to (A) secure designation of all such Registrable Securities as a
Nasdaq "national market system security" within the meaning of Rule 11Aa2-1
under the Exchange Act and (B) cause such Registrable Securities to be listed on
the Nasdaq National Market or, failing that, to secure Nasdaq authorization for
such Registrable Securities; and

               (xv) BEST EFFORTS. Use its reasonable best efforts to take all
other actions necessary to effect the registration of the Registrable Securities
contemplated hereby.

          (b) SELLER INFORMATION. The Company may require each Holder as to
which any registration is being effected to furnish to the Company with such
information regarding such Holder and such Holder's method of distribution of
such Registrable Securities as the Company may from time to time reasonably
request in writing.

          (c) NOTICE TO DISCONTINUE. Each Holder whose Registrable Securities
are covered by the Shelf Registration Statement filed pursuant to Section 2
agrees that, upon receipt of any notice from the Company of the happening of any
event of the kind described in Section 4(a)(iv), such Holder shall forthwith
discontinue disposition of Registrable Securities pursuant to the Shelf
Registration Statement covering such Registrable Securities until such Holder's
receipt of the copies of the supplemented or amended prospectus contemplated by
Section 4(a)(iv) and, if so directed by the Company in the case of an event
described in Section 4(a)(iv), such Holder shall deliver to the Company (at the
Company's expense) all copies, other than permanent file copies then in such
Holder's possession, of the prospectus covering such Registrable Securities
which is current at the time of receipt of such notice. If the Company shall
give any such notice, the Company shall extend the period during which the Shelf
Registration Statement is to be maintained effective by the number of days
during the period from and including the date of the giving of such notice
pursuant to Section 4(a)(iv) to and including the date when the Holder shall
have received the copies of the supplemented or amended prospectus contemplated
by, and meeting the requirements of, Section 4(a)(iv).

    5.    INDEMNIFICATION; CONTRIBUTION.

          (a) INDEMNIFICATION BY THE COMPANY. The Company agrees,
notwithstanding termination of this Agreement, to indemnify and hold harmless to
the fullest extent permitted by law, each Holder, each of its directors,
officers, partners, employees, advisors, and agents, their respective Affiliates
and each Person who controls (within the meaning of the Securities Act or the
Exchange Act) any of such Persons, and each underwriter and each Person who
controls (within the meaning of the Securities Act or the Exchange Act) any
underwriter from and against any and all losses, claims, damages, expenses
(including, without limitation, reasonable costs of investigation and fees,
disbursements, and other charges of counsel) or other liabilities (collectively,
"LOSSES") resulting from or arising out of or based upon any untrue, or alleged
untrue, statement of a material fact contained in the Shelf Registration
Statement, prospectus, or preliminary prospectus (as amended or supplemented) or
any document incorporated by reference in any of the foregoing or resulting from
or arising out of or based upon any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein (in the case of a prospectus, in light of the circumstances
under which they were made), not misleading, and the Company will reimburse each
such Holder, each of its officers, directors, partners, employees, advisors, and
agents, their respective Affiliates, and each Person controlling any such
Persons, for any legal and any other Losses reasonably incurred in connection
with investigating, preparing or defending any such claim, loss, damage,
liability, action, investigation, or proceeding (collectively, a "CLAIM") by any
court or governmental agency or body commenced or threatened, or any Claim
whatsoever based upon any such untrue statement or omission, or any such alleged
untrue statement or omission; PROVIDED, HOWEVER, that the Company will not be
liable in any such case to the extent that any Losses arise out of or are based
on any untrue statement or omission or alleged untrue statement or omission,
made in reliance upon and in conformity with written information furnished to
the Company by such Holder or underwriter expressly for use therein.

          (b) INDEMNIFICATION BY HOLDERS. In connection with the Shelf
Registration, each such Holder shall furnish to the Company in writing such
information with respect to such Holder as the Company may reasonably request or
as may be required by law for use in connection with the Shelf Registration
Statement or prospectus or preliminary prospectus to be used in connection with
such registration, and each Holder agrees to indemnify and hold harmless the
Company, any underwriter retained by the Company, and their respective
directors, officers, partners, employees, advisors, and agents, their respective
Affiliates, and each Person who controls (within the meaning of the Securities
Act and the Exchange Act) any of such Persons to the same extent as the
foregoing indemnity from the Company to the Holders as set forth in Section 5(a)
(subject to the exceptions set forth in the foregoing indemnity, the proviso to
this sentence and applicable law), but only with respect to any such information
furnished in writing by such Holder expressly for use therein; PROVIDED,
HOWEVER, that the liability of any Holder under this Section 5(b) shall be
limited to the amount of the net proceeds received by such Holder in the
offering giving rise to such liability.

          (c) CONDUCT OF INDEMNIFICATION PROCEEDINGS. Any Person entitled to
indemnification hereunder (the "INDEMNIFIED Party") agrees to give prompt
written notice to the indemnifying party (the "INDEMNIFYING PARTY") after the
receipt by the Indemnified Party of any written notice of the commencement of
any action, suit, proceeding, or investigation or threat thereof made in writing
for which the Indemnified Party intends to claim indemnification or contribution
pursuant to this Agreement; PROVIDED, HOWEVER, that the failure so to notify the
Indemnifying Party shall not relieve the Indemnifying Party of any liability
that it may have to the Indemnified Party hereunder unless such Indemnifying
Party is materially prejudiced by such failure. If notice of commencement of any
such action is given to the Indemnifying Party as above provided, the
Indemnifying Party shall be entitled to participate in and, to the extent it may
wish, jointly with any other Indemnifying Party similarly notified, to assume
the defense of such action at its own expense, with counsel chosen by it and
reasonably satisfactory to such Indemnified Party. The Indemnified Party shall
have the right to employ separate counsel in any such action and participate in
the defense thereof, but the fees and expenses of such counsel shall be paid by
the Indemnified Party unless (i) the Indemnifying Party agrees to pay the same,
(ii) the Indemnifying Party fails to assume the defense of such action with
counsel satisfactory to the Indemnified Party in its reasonable judgment, or
(iii) the named parties to any such action (including, but not limited to, any
impleaded parties) reasonably believe that the representation of such
Indemnified Party and the Indemnifying Party by the same counsel would be
inappropriate under applicable standards of professional conduct; PROVIDED,
HOWEVER, that the Indemnifying Party shall only have to pay the fees and
expenses of one firm of counsel for all Indemnified Parties in each
jurisdiction. In the case of clauses (ii) and (iii) above, the Indemnifying
Party shall not have the right to assume the defense of such action on behalf of
such Indemnified Party. No Indemnifying Party shall be liable for any settlement
entered into without its written consent, which consent shall not be
unreasonably withheld. No Indemnifying Party shall, without the written consent
of the Indemnified Party, effect the settlement or compromise of, or consent to
the entry of any judgment with respect to, any pending or threatened action or
claim in respect of which indemnification or contribution may be sought
hereunder (whether or not the Indemnified Party is an actual or potential party
to such action or claim) unless such settlement, compromise, or judgment (A)
includes an unconditional release of the Indemnified Party from all liability
arising out of such action or claim and (B) does not include a statement as to,
or an admission of, fault, culpability, or a failure to act by or on behalf of
any Indemnified Party. The rights afforded to any Indemnified Party hereunder
shall be in addition to any rights that such Indemnified Party may have at
common law, by separate agreement, or otherwise.

          (d) CONTRIBUTION. If the indemnification provided for in this Section
5 from the Indemnifying Party is unavailable or insufficient to hold harmless an
Indemnified Party in respect of any Losses referred to herein, then the
Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall
contribute to the amount paid or payable by such Indemnified Party as a result
of such Losses in such proportion as is appropriate to reflect the relative
fault of the Indemnifying Party and the Indemnified Party, as well as any other
relevant equitable considerations. The relative faults of such Indemnifying
Party and Indemnified Party shall be determined by reference to, among other
things, whether any action in question, including any untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a material
fact, was made by, or relates to information supplied by, such Indemnifying
Party or Indemnified Party, and the Indemnifying Party's and Indemnified Party's
relative intent, knowledge, access to information, and opportunity to correct or
prevent such action; PROVIDED, HOWEVER, that the liability of any Holder under
this Section 5(d) shall be limited to the amount of the net proceeds received by
such Holder in the offering giving rise to such liability. The amount paid or
payable by a party as a result of the losses, claims, damages, expenses, or
other liabilities referred to above shall be deemed to include, subject to the
limitations set forth in Sections 5(a), 5(b), and 5(c), any legal or other fees,
charges or expenses reasonably incurred by such party in connection with any
investigation or proceeding.

          The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 5(d) were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to in the immediately preceding paragraph.
No person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution pursuant to this
Section 5(d).

    6.    RULE 144; OTHER EXEMPTIONS.

          With a view to making available to the Holders the benefits of Rule
144 and 144A promulgated under the Securities Act and other rules and
regulations of the SEC that may at any time permit a Holder to sell securities
of the Company to the public without registration, the Company covenants that
following the Audit Date it shall use reasonable efforts to (i) file in a timely
manner all reports and other documents required to be filed by it under the
Securities Act and the Exchange Act and the rules and regulations adopted by the
SEC thereunder and (ii) take such further action as each Holder may reasonably
request (including, but not limited to, providing any information necessary to
comply with Rules 144 and 144A, if available with respect to resales of the
Registrable Securities, under the Securities Act), all to the extent required
from time to time to enable such Holder to sell Registrable Securities without
registration under the Securities Act within the limitation of the exemptions
provided by (x) Rule 144 or Rule 144A (if available with respect to resales of
the Registrable Securities) under the Securities Act, as such rules may be
amended from time to time, or (y) any other rules or regulations now existing or
hereafter adopted by the SEC.

    7.    MISCELLANEOUS.

          (a) TERMINATION. This Agreement shall terminate upon the earlier of
(i) the written agreement of the Company and all Holders hereto and (ii) the
date upon which there are no Registrable Securities outstanding.

          (b) NO INCONSISTENT AGREEMENTS; OTHER REGISTRATION RIGHTS. The Company
shall not enter into any agreement with respect to its Common Stock that is
inconsistent with the rights granted to the Holders in this Agreement other than
any lock-up agreement with the underwriters in connection with an underwritten
offering pursuant to which the Company agrees, for a period not in excess of one
hundred eighty (180) days, not to register for sale, and not to sell or
otherwise dispose of, Common Stock or any securities convertible into or
exercisable or exchangeable for Common Stock.

          (c) REMEDIES. The Holders, in addition to being entitled to exercise
all rights granted by law, including recovery of damages, shall be entitled to
specific performance of their rights under this Agreement. The Company agrees
that monetary damages would not be adequate compensation for any loss incurred
by reason of a breach by it of the provisions of this Agreement and hereby
agrees to waive in any action for specific performance the defense that a remedy
at law would be adequate.

          (d) AMENDMENTS AND WAIVERS. Except as otherwise provided herein, the
provisions of this Agreement may not be amended, modified, or supplemented, and
waivers or consents to departures from the provisions of such section may not be
given, unless the Company has obtained the prior written consent of a majority
of the Holders at the time of the amendment, modification, supplement, waiver or
consent.

          (e) NOTICES. All notices, demands, and other communications provided
for or permitted hereunder shall be made in writing and shall be by registered
or certified first-class mail, return receipt requested, facsimile, courier
service, or personal delivery:

              (i)      if to the Company:

                       American Banknote Corporation
                       410 Park Avenue
                       New York, New York 10022-4407
                       Attention: Patrick Gentile
                       Telephone Number:   (212) 593-5700
                       Facsimile Number:    (212) 593-9629

                       with a copy to (which shall not constitute notice):

                       Skadden, Arps, Slate, Meagher & Flom LLP
                       Four Times Square
                       New York, New York 10036
                       Attention:  Kayalyn A. Marafioti
                       Telephone Number:   (212) 735-3000
                       Facsimile Number:    (212) 735-2000

              (ii)     if to Holders: at the address set forth in the Company's
                       records.


                       with a copy to (which shall not constitute notice):

                       Akin, Gump, Strauss, Hauer & Feld, L.L.P.
                       590 Madison Avenue
                       New York, New York 10021
                       Attention: Lisa G. Beckerman, Esq.
                       Susan Cohen, Esq.
                       Telephone Number:  (212) 872-1000
                       Facsimile Number:  (212) 872-1002

          Each such notice, request or other communication will be effective (a)
if given by certified mail, 96 hours after such communication is deposited in
the mails with certified postage prepaid addressed as aforesaid, (b) one
Business Day after being furnished to a nationally recognized overnight courier
for next Business Day delivery, and (c) on the date sent if sent by electronic
facsimile transmission, receipt confirmed followed by a hard copy by mail.

          (f) SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit
of and be binding upon the successors and assigns of the parties hereto;
provided, however, that the registration rights of the Holders and the other
obligations of the Company contained in this Agreement shall, with respect to
any Registrable Securities, be automatically transferred from a Holder to any
purchaser or other transferee of such Registrable Securities prior to the Shelf
Registration Statement becoming effective under the Securities Act who agrees to
be bound by this Agreement as a Holder in a written instrument reasonably
acceptable to the Company. Notwithstanding any transfer of such rights, all of
the obligations of the Company hereunder shall survive any such transfer and
shall continue to inure to the benefit of all transferees.

          (g) COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

          (h) HEADINGS. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

          (i) GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York, without regard to the
principles of conflicts of law of such State.

          (j) JURISDICTION. Each party to this Agreement hereby irrevocably
agrees that any legal action or proceeding arising out of or relating to this
Agreement or any agreements or transactions contemplated hereby may be brought
in the courts of the State of New York or of the United States of America for
the Southern District of New York and hereby expressly submits to the personal
jurisdiction and venue of such courts for the purposes thereof and expressly
waives any claim of improper venue and any claim that such courts are an
inconvenient forum. Each party hereby irrevocably consents to the service of
process of any of the aforementioned courts in any such suit, action, or
proceeding by the mailing of copies thereof by registered or certified mail,
postage prepaid, to the address set forth in Section 7(e), such service to
become effective ten (10) Business Days after such mailing.

          (k) SEVERABILITY. If any one or more of the provisions contained
herein, or the application thereof in any circumstance, is held invalid,
illegal, or unenforceable in any respect for any reason, the validity, legality,
and enforceability of any such provision in every other respect and of the
remaining provisions hereof shall not be in any way impaired, it being intended
that all of the rights and privileges of the Holders shall be enforceable to the
fullest extent permitted by law.

          (l) RULES OF CONSTRUCTION. Unless the context otherwise requires, "or"
is not exclusive, and references to sections or subsections refer to sections or
subsections of this Agreement.

          (m) ENTIRE AGREEMENT. This Agreement is intended by the parties as a
final expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein. There are no restrictions, promises,
warranties, or undertakings in respect of the subject matter contained herein,
other than those set forth or referred to herein. This Agreement supersedes all
prior agreements and understandings between the parties with respect to such
subject matter.

          (n) FURTHER ASSURANCES. Each of the parties shall execute such
documents and perform such further acts as may be reasonably required or
desirable to carry out or to perform the provisions of this Agreement.

          (o) INTERPRETATION. This Agreement is the result of arms-length
negotiations between the parties hereto and has been prepared jointly by the
parties. In applying and interpreting the provisions of this Agreement, there
shall be no presumption that the Agreement was prepared by any one party or that
the Agreement shall be construed in favor of or against any one party.

          (p) NO THIRD PARTY BENEFICIARIES. This Agreement is for the benefit of
the parties hereto and any Person who agrees to become bound by the terms hereof
and become a Holder for the purposes of this Agreement, and is not intended to
confer upon any other Person any rights or remedies hereunder.



<PAGE>


          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.


                                 AMERICAN BANKNOTE CORPORATION

                                 By:
                                     --------------------------
                                      Name:
                                      Title:



                                 HOLDERS:


                                 By:
                                     --------------------------
                                      Name:
                                      Title:

                                 By:
                                     --------------------------
                                      Name:
                                      Title:

                                 By:
                                     --------------------------
                                      Name:
                                      Title:

<PAGE>

                                PLAN SUPPLEMENT


                                    EXHIBIT O

                                       TO

                      SECOND AMENDED REORGANIZATION PLAN OF
                          AMERICAN BANKNOTE CORPORATION

                      SETTLEMENT AGREEMENT AMONG ABN, ABNH,
                 AND PARTIES TO ABN AND ABNH SECURITIES ACTIONS


<PAGE>


UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
--------------------------------------- x
IN RE AMERICAN BANK NOTE                :         99 Civ. 0412 (CM)
HOLOGRAPHICS, INC. SECURITIES           :
LITIGATION                              :
--------------------------------------- x
IN RE AMERICAN BANKNOTE CORPORATION     :         99 Civ. 0661 (CM)
SECURITIES LITIGATION                   :
--------------------------------------- x
This Document Relates To:               :
ALL CONSOLIDATED ACTIONS                :
--------------------------------------- x

                 GLOBAL STIPULATION AND AGREEMENT OF SETTLEMENT

          This stipulation and agreement of settlement dated as of October 24,
2000 (the "Stipulation") is submitted pursuant to Rule 23 of the Federal Rules
of Civil Procedure. Subject to the approval of the Court, this Stipulation is
entered into among Plaintiffs in IN RE AMERICAN BANKNOTE CORPORATION SECURITIES
LITIGATION. 99 Civ. 0661 (CM). Plaintiffs in IN RE AMERICAN BANK NOTE
HOLOGRAPHICS, INC. SECURITIES LITIGATION, 99 Civ. 0412 (CM), on behalf of
themselves and the Classes (as hereinafter defined) in each Action, and
Defendants American Bank Note Holographics, Inc. ("Holographics'), American
Banknote Corporation ("ABN"), NationsBanc Montgomery Securities LLC
("NationsBanc"), Lazard Freres & Co. LLC ("Lazard Freres"), Raymond James &
Associates, Inc. ("Raymond James"), and Salomon Smith Barney Holdings Inc.
("Smith Barney") (collectively, the "Corporate Defendants"), and Morris Weissman
("Weissman"), Joshua C. Cantor ("Cantor"). Richard P. Macchiarulo
("Macchiarulo"), John T. Gorman ("Gorman") and Patrick J. Gentile ("Gentile")
(collectively, the "Individual Defendants") and Deloitte & Touche LLP
("Deloitte")1 (the Corporate Defendants, the Individual "Deloitte" Defendants
and Deloitte are collectively referred to hereinafter as the "Defendants"), by
and through their respective counsel.

----------

          1 "Deloitte" includes their current and former parents, affiliates,
related entities, subsidiaries, divisions, predecessors, successors and assigns,
and its current and former Defendants and Deloitte are collectively referred to
hereinafter as the "Defendants"), by and through their respective counsel.

<PAGE>

          WHEREAS:

          A. Beginning in January' 1999, various class actions were initially
filed against the Corporate Defendants, Deloitte and certain of the individual
Defendants (99 Civ. 0412, 99 Civ. 0419, 99 Civ. 0430, 99 Civ. 0432, 99 Civ,
0434, 99 Civ. 0439, 99 Civ. 0444, 99 Civ. 0514,99 Civ. 0552, 99 Civ. 0565, 99
Civ. 0566, 99 Civ. 0742, 99 Civ. 0794, 99 Civ. 0940, 99 Civ. 1018,99 Civ. 1019,
99 Civ. 1119, 99 Civ. 1433, 99 Civ. 1762, and 99 Civ. 0688) and against ABN and
certain of the Individual Defendants (99 Civ. 0661, 99 Civ. 1790, and 99 Civ.
0688) in the United States District Court for the Southern District of New York.
On April 9, 1999, the Court consolidated the Holographics class actions for
pretrial purposes and consolidated the ABN class actions for pretrial purposes
(respectively, the "Holographics Action" and the "ABN Action," and collectively
the "Actions");

          B. The Consolidated Complaint filed in the ABN Action (the "ABN
Complaint") generally alleges, among other things, that Defendants ABN,
Weissman, Gorman, and Gentile issued false and misleading press releases and
other statements regarding ABN's financial condition during the ABN Class Period
-- May 2, 1996 through and including January 25, 1999 -- in a scheme to inflate
artificially the value of ABN's securities;

          C. The ABN Complaint further alleges that Plaintiffs and other ABN
Class Members purchased the common stock of ABN during the ABN Class Period at
prices artificially inflated as a result of the dissemination of false and
misleading statements regarding ABN by Defendants ABN, Weissman, Gorman, and
Gentile in violation of Sections 10(b) and 20(a) of the Securities Exchange Act
of 1934, and Rule lOb-5 promulgated thereunder;

          D. The Holographics Consolidated Class Action Complaint filed in the
Holographics Action (the "Holographics Complaint") generally alleges, among
other things, that: (1) Defendants ABN, Holographics, NationsBanc, Lazard
Freres, Raymond James, Smith Barney, Weissman, Cantor and Macchiarulo and
Deloitte violated Section 11 of the Securities Act of 1933 in connection with
ABNH's issuance of a false and misleading prospectus in connection with the
initial public offering of 13,636,000 shares of Holographics common stock at
$8.50 per share, on or about July 15, 1998 (the "IPO"); (2) Defendants ABN,
Holographics, NationsBanc, Lazard Freres, Raymond James, and Smith Barney
violated Section 12(a)(2) of the Securities Act of 1933; (3) Defendants ABN,
Weissman, Cantor and Macchiarulo violated Section 15 of the Securities Act of
1933; (4) Defendants ABN, Holographics, Weissman, Cantor and Macchiarulo
violated Section 10(b) of the Securities Exchange Act of 1934, and Rule 10-5
promulgated thereunder; and (5) Defendants Weissman, Cantor and Macchiarulo
violated Section 20(a) of the Securities Exchange Act of 1934;

          E. The Holographics Complaint further alleges that Plaintiffs and
other Holographics Class Members purchased the common stock of Holographics
pursuant to or traceable to the IPO during the Holographics Class Period -- July
15, 1998 through and including February 1, 1999 (the "Holographics Class
Period") -- and were damaged as a result thereof;

          F. The Holographics Complaint also alleges that the Corporate
Defendants, and Individual Defendants Weissman, Cantor and Macchiarulo issued
false and misleading press releases and other statements regarding Holographics'
financial condition during the Holographics Class Period in a scheme to inflate
artificially the price of Holographics' securities;

          G. The Holographics Complaint further alleges that Plaintiffs and
other Holographics Class Members purchased the common stock of Holographics
during the Holographics Class Period at prices artificially inflated as a result
of the dissemination of false and misleading statements regarding Holographics
by Defendants ABN, Holographics, Weissman, Cantor and Macchiarulo in violation
of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and Rule
lOb-5 promulgated thereunder;

          H. On June 24, 1999, defendants moved to dismiss the ABN Complaint
pursuant to Rules 9(b) and 12(b)(6) of the Federal Rules of Civil Procedure. On
June 23, 1999 certain of the defendants moved to dismiss the Holographics
Complaint pursuant to Rules 9(b) and 12(b)(6) of the Federal Rules of Civil
Procedure. On April 6, 2000, the Court issued a Memorandum Order and Decision
Granting ABN's Motion To Dismiss Plaintiffs' Claims Under Section 11 of The
Securities Act and Denying All Other Motions To Dismiss;

          I. On July 14, 1999, plaintiffs moved to have both Actions certified
as class actions under Rule 23 of the Federal Rules of Civil Procedure. Briefing
on that motion was stayed pending resolution of defendants' motions to dismiss;

          J. The Defendants deny any wrongdoing whatsoever and this Stipulation
shall in no event be construed or deemed to be evidence of or an admission or
concession on the part of any Defendant with respect to any claim or of any
fault or liability or wrongdoing or damage whatsoever, or any infirmity in the
defenses that the Defendants have asserted. The Defendants, while contending
that they acted properly and lawfully at all times, desire to settle and
terminate plaintiffs' claims so as finally to put to rest any and all claims
that were or could have been asserted in the Actions or arising out of the
matters set forth in the pleadings, and to avoid the further expense and burdens
of continued litigation without in any way acknowledging any fault or liability.
The Stipulation and all related documents are not and shall not be construed as
an admission by the Defendants of any of the allegations of wrongful conduct or
liability or damages alleged in any of the complaints filed in the Actions. The
parties to this Stipulation recognize, however, that the litigation has been
filed by Plaintiffs and defended by the Defendants in good faith and with
adequate basis in fact under Federal Rule of Civil Procedure 11, that the
litigation is being voluntarily settled after advice of counsel, and that the
terms of the settlement are fair, adequate and reasonable. This Stipulation
shall not be construed or deemed to be a concession by any Plaintiff of any
infirmity in the claims asserted in the Actions;

          K. Plaintiffs' Counsel have conducted an investigation relating to the
claims and the underlying events and transactions alleged in the ABN and
Holographics Complaints. Plaintiffs' Counsel have analyzed the evidence adduced
during pretrial discovery and have researched the applicable law with respect to
the claims of Plaintiffs and the ABN Class and the Holographics Class (the
"Classes") against the Defendants and the potential defenses thereto.
Plaintiffs' Counsel have also taken into account the ability of the Defendants
to pay any judgment that might ultimately be entered in these Actions,
especially in light of ABN's bankruptcy, and Holographics' financial condition
and in light of certain Defendants' insurer's reservation of rights;

          L. Plaintiffs, by their counsel, have conducted protracted discussions
and arm's length negotiations with counsel for Defendants over many months with
respect to a compromise and settlement of the Actions with a view to settling
the issues in dispute and achieving the best relief possible consistent with the
interests of the Classes; and

          M. Plaintiffs and their counsel believe that the claims asserted in
the ABN Complaint and Holographics Complaint have merit. In evaluating the
proposed Settlement provided for herein, Plaintiffs and their counsel have
considered the expense and length of continued proceedings necessary to
prosecute the Actions through trial; the uncertainties of the outcome of these
complex Actions; the fact that resolution, whenever and however determined, of
the claims in the ABN and Holographics Complaints would likely be submitted for
appellate review, as a consequence of which it may be many years until there
would be a final adjudication of the claims and defenses asserted; the uncertain
prospects for ultimately collecting a substantial judgment, and the substantial
benefit provided by the proposed Settlement. Plaintiffs and their counsel also
considered Deloitte's position that it had been intentionally misled by other
parties with respect to matters that were material to its audit of ABNH's
financial statements and further considered Deloitte's proposed Crossclaims
based upon these allegations. Based upon their investigation and pretrial
discovery as set forth above, Plaintiffs' Counsel have concluded that the terms
and conditions of this Stipulation are fair, reasonable and adequate to
Plaintiffs and the Classes, and in their best interests, and have agreed to
settle the claims raised in the Actions pursuant to the terms and provisions of
this Stipulation, after considering (a) the substantial benefits that Plaintiffs
and the members of the Classes will receive from settlement of the Actions, (b)
the attendant risks of litigation, and (c) the desirability of permitting the
Settlement to be consummated as provided by the terms of this Stipulation.

          NOW THEREFORE, without any admission or concession on the part of
Plaintiffs of any lack of merit of the Actions whatsoever, and without any
admission or concession of any liability or wrongdoing or lack of merit in the
defenses whatsoever by the Defendants, it is hereby STIPULATED AND AGREED, by
and among the parties to this Stipulation, through their respective attorneys,
subject to approval of the Court pursuant to Rule 23(e) of the Federal Rules of
Civil Procedure, in consideration of the benefits flowing to the parties hereto
from the Settlement, that all Settled Claims (as defined below) as against the
Released Parties (as defined below) shall be compromised, settled, released and
dismissed with prejudice, upon and subject to the following terms and
conditions:


<PAGE>

                               CERTAIN DEFINITIONS

          1. As used in this Stipulation, the following terms shall have the
following meanings:

               (a) "ABN Class" and "ABN Class Members" mean, for the purposes of
this Stipulation only, all persons or entities who purchased the common stock of
ABN during the period May 2, 1996 through and including January 25, 1999.
Excluded from the ABN Class are the Released Parties, members of the immediate
family (parents, spouses, siblings, and children) of each of the Individual
Defendants, any entity (except Bay Harbour Management L.C. or any investment
funds managed by Bay Harbour) with which any Released Party is affiliated (as
that term is defined in Rule 12b-2 promulgated by the Securities Exchange Act of
1934, as amended) and the legal representatives, heirs, successors, predecessors
in interest or assigns of any Released Party. Also excluded from the ABN Class
are any putative ABN Class Members who exclude themselves by filing a request
for exclusion in accordance with the requirements set forth in the Notice.

               (b) "ABN Class Period" means, for the purposes of this
Stipulation only, the period of time from May 2, 1996 through and including
January 25, 1999.

               (c) "ABN Order and Final Judgment" means the proposed order to be
entered approving the Settlement substantially in the form attached hereto as
Exhibit B-1.

               (d) "ABN Plaintiffs' Co-Lead Counsel" means the law firms of
Pomerantz Haudek Block Grossman & Gross LLP and Wechsler Harwood Halebian &
Feffer LLP.

               (e) "Authorized Claimant" means a Class Member who submits a
timely and valid Proof of Claim form to the Claims Administrator.

               (f) "Bankruptcy Court" means the United States Bankruptcy Court
for the Southern District of New York.

               (g) "Claims Administrator" means the firm of Gilardi & Co. LLC,
or such other firm as Plaintiffs' Co-Lead Counsel shall designate, which shall
administer the Settlement.

               (h) "Classes" and "Class Members" mean, collectively, the ABN
Class and the Holographics Class and the ABN Class Members and Holographics
Class Members in the ABN and Holographics Actions.

               (i) "Court" means the United States District Court for the
Southern District of New York.

               (j) "Defendants" means ABN, Holographics, Weissman, Gorman,
Gentile, Cantor, Macchiarulo, NationsBanc, Lazard Freres, Raymond James, Smith
Barney and Deloitte.

               (k) "Defendants' Counsel" means the law firms of Fulbright &
Jaworski L.L.P. for Defendant Holographics; Morgan, Lewis & Bockius LLP for
Defendants ABN, Gorman and Gentile; Weil, Gotshal & Manges LLP for Defendant
Weissman; Stillman & Friedman, P.C. for Defendant Cantor; Morvillo, Abramowitz,
Grand, Iason & Silberberg for Defendant Macchiarulo; Wilson Sonsini Goodrich &
Rosati for Defendants NationsBanc, Lazard Freres, Raymond James and Smith
Barney; and Mayer, Brown & Platt for Defendant Deloitte.

               (l) "Effective Date of Settlement" or "Effective Date" means the
date upon which the Settlement contemplated by this Stipulation shall become
effective, as set forth in Paragraph 25 below.

               (m) "Holographics Class" and "Holographics Class Members" mean,
for the purposes of this Stipulation only, all persons or entities who purchased
the common stock of Holographics during the period July 15, 1998 through and
including February 1, 1999. Excluded from the Holographics Class are the
Released Parties, members of the immediate family (parents, spouses, siblings,
and children) of each of the Individual Defendants, any entity with which any
Released Party is affiliated (as that term is defined in Rule 12b-2 promulgated
by the Securities Exchange Act of 1934, as amended) and the legal
representatives, heirs, successors, predecessors in interest or assigns of any
Released Party. Also excluded from the Holographics Class are any putative
Holographics Class Members who exclude themselves by filing a request for
exclusion in accordance with the requirements set forth in the Notice.

               (n) "Holographics Class Period" means, for the purposes of this
Stipulation only, the period of time from July 15, 1998 through and including
February 1, 1999.

               (o) "Holographics Order and Final Judgment" means the proposed
order to be entered approving the Settlement substantially in the form attached
hereto as Exhibit B-2.

               (p) "Holographics Plaintiffs' Co-Lead Counsel" means the law
firms of Entwistle & Cappucci LLP, Milberg Weiss Bershad Hynes & Lerach LLP and
Wolf Popper LLP.

               (q) "Notice" means the Notice of Pendency of Class Actions,
Hearing On Proposed Settlement and Attorneys' Fee Petition and Right to Share in
Settlement Fund, which is to be sent to members of the Classes substantially in
the form attached hereto as Exhibit 1 to Exhibit A.

               (r) "Orders and Final Judgments" means the ABN Order and Final
Judgment and the Holographics Order and Final Judgment to be entered in the ABN
Action and the Holographics Action, respectively, approving the Settlement
substantially in the forms attached hereto as Exhibits B-1 and B-2.

               (s) "Plan of Reorganization" means ABN's Amended Reorganization
Plan of American Banknote Corporation, in the United States Bankruptcy Court for
the Southern District of New York, Chapter 11, Case No. 99 B 11577 (PCB).

               (t) "Preliminary Order in Connection With Settlement Proceedings"
means the proposed order preliminarily approving the Settlement and directing
notice thereof to the Classes substantially in the form attached hereto as
Exhibit A.

               (u) "Plaintiffs' Co-Lead Counsel" means Holographics
Plaintiffs' Co-Lead Counsel and ABN Plaintiffs' Co-Lead Counsel.

               (v) "Plaintiffs' Counsel" means Plaintiffs' Co-Lead Counsel and
all of the other attorneys representing Plaintiffs listed at the end of this
Stipulation.

               (w) "Publication Notice" means the Summary Notice of Pendency of
Class Actions, Proposed Settlement and Settlement Hearings for publication
substantially in the form attached as Exhibit 3 to Exhibit A.

               (x) "Released Defendants" means Defendants Holographics, ABN,
Weissman, Cantor, Macchiarulo, NationsBane, Lazard Freres, Raymond James, Smith
Barney, Gorman, Gentile and Deloitte, their current and former parents,
affiliates, related entities, subsidiaries, divisions, predecessors, successors
and assigns, and its or their current and former officers, directors, employees,
partners, principals, members, shareholders, spouses, heirs, estate executors,
attorneys and members of their immediate families.

               (y) "Released Directors and Officers" means all persons, other
than the Released Defendants, who were directors and/or officers of: (i)
Holographics at any time during the period from and including July 15, 1998
through and including February 1, 1999, or (ii) ABN at any time during the
period from and including May 2, 1996 through and including January 25. 1999,
and their spouses and other members of their immediate families, their heirs,
estates, executors, and attorneys.

               (z) "Released Parties' means the Released Defendants and the
Released Directors and Officers.

               (aa) "Released ABN Defendants" means Defendants ABN, Weissman,
Gorman and Gentile their current and former parents, affiliates, subsidiaries,
divisions, predecessors, successors and assigns, and its or their current and
former officers, directors, employees, shareholders, spouses, heirs, estates,
executors, attorneys and members of their immediate families, in their
capacities as such.

               (ab) "Released ABN Directors and Officers' means all persons,
other than the Released ABN Defendants, who were directors and/or officers of
ABN at any time during the period from and including May 2, 1996 through and
including January 25, 1999.

               (ac) "Released ABN Parties" means the Released ABN Defendants and
the Released ABN Directors and Officers and Deloitte, their current and former
parents, affiliates, related entities, subsidiaries, divisions, predecessors,
successors and assigns. and its or their current and former officers, directors,
employees, partners, principals, members, shareholders, spouses, heirs, estate
executors, attorneys and members of their immediate families, in their
capacities as such.

               (ad) "Released Holographics Defendants" means Defendants
Holographics, ABN, Weissman, Cantor, Macchiarulo, NationsBanc, Lazard Freres,
Raymond James, Smith Barney and Deloitte, their current and former parents,
affiliates, related entities, subsidiaries, divisions, predecessors, successors
and assigns, and its or their current and former officers, directors, employees,
partners, principals, members, shareholders, spouses, heirs, estates, executors,
attorneys and members of their immediate families, in their capacities as such.
START
               (ae) "Released Holographics Directors and Officers" means all
persons, other than the Released Holographics Defendants, who were directors
and/or officers of Holographics at any time during the period from and including
July 15, 1998 through and including February 1, 1999.

               (af) "Released Holographics Parties" means the Released
Holographics Defendants and the Released Holographics Directors and Officers.

               (ag) "Settled Claims" means all claims, including both known and
Unknown Claims, whether direct or derivative, that Plaintiffs in each Action and
Class Members in each Action have and may have against any of the Released
Parties and any insurer of any Released Party by reason of or in any way related
to the purchase, acquisition, ownership, holding or sale of(a) the common stock
of Holographics during the Holographics Class Period, or (b) the common stock of
ABN during the ABN Class Period, or in any way connected with (1) any acts or
omissions or failure to act during the Holographics Class Period or the ABN
Class Period which are or could have been alleged or referred to in either of
the Actions, or (2) the adequacy of disclosure or the filing of or failure to
file with the Securities and Exchange Commission or any other governmental
agency at any time during the Holographics Class Period or the ABN Class Period,
or the adequacy of disclosure or the dissemination of or failure to disseminate
at any time during the Holographics Class Period or the ABN Class Period, any
reports, representations, announcements or other statements, or any other act or
omission or failure to act occurring during the Holographics Class Period or the
ABN Class Period, concerning, in each case, any common stock of Holographics or
ABN or the business operations, transactions, financial operations or condition
or operational or financial prospects of Holographics or ABN. Settled Claims
means and includes both the Settled ABN Claims and the Settled Holographics
Claims.

               (ah) "Settled ABN Claims" means all claims, including both known
claims and Unknown Claims, whether direct or derivative, that Plaintiffs in the
ABN Action and members of the class in the ABN Action have and may have against
any of the Released ABN Parties and any insurer of any Released ABN Party by
reason of or in any way related to the purchase, acquisition, ownership, holding
or sale of the common stock of ABN during the ABN Class Period, or in any way
connected with (1) any acts or omissions or failure to act during the ABN Class
Period which are or could have been alleged or referred to in the ABN Action, or
(2) the adequacy of disclosure or the filing of or failure to file with the
Securities and Exchange Commission or any other governmental agency at any time
during the ABN Class Period, or the adequacy of disclosure or the dissemination
of or failure to disseminate at any time during the ABN Class Period, any
reports, representations, announcements or other statements, or any other act or
omission or failure to act occurring during the ABN Class Period, concerning, in
each case, any common stock of ABN or the business operations, transactions,
financial operations or condition or operational or financial prospects of ABN.

               (ai) "Settled Holographics Claims" means all claims, including
both known claims and Unknown Claims, whether direct or derivative, that
Plaintiffs in the Holographics Action and members of the class in the
Holographics Action have and may have against any of the Released Holographics
Parties and any insurer of any Released Holographics Party by reason of or in
any way related to the purchase, acquisition, ownership, holding or sale of the
common stock of Holographics during the Holographics Class Period, or in any way
connected with (1) any acts or omissions or failure to act during the
Holographics Class Period which are or could have been alleged or referred to
in the Holographics Action, or (2) the adequacy of disclosure or the filing of
or failure to file with the Securities and Exchange Commission or any other
governmental agency at any time during the Holographics Class Period, or the
adequacy of disclosure or the dissemination of or failure to disseminate at any
time during the Holographics Class Period, any reports, representations,
announcements or other statements, or any other act or omission or failure to
act occurring during the Holographics Class Period, concerning, in each case,
any common stock of Holographics or the business operations, transactions,
financial operations or condition or operational or financial prospects of
Holographics.

               (aj) "Settled Defendants' Claims" means any and all claims,
rights or causes of action or liabilities whatsoever, whether based on federal,
state, local, statutory or common law or any other law, rule or regulation,
including both known claims and Unknown Claims, that have been or could have
been asserted in the Actions or any forum by the Defendants or any of them or
the successors and assigns of any of them against any of the Plaintiffs, Class
Members or their attorneys, which arise out of or relate in any way to the
institution, prosecution, or settlement of the Actions.

               (ak) "Settlement" means the settlement contemplated by this
Stipulation.

               (al) "Unknown Claims" means (i) any and all claims which any
Plaintiff or Class Member does not know or suspect to exist in his, her or its
favor at the time of the release of the Released Parties, and (ii) any claims
which any Defendant does not know or suspect to exist in his, her or its favor,
at the time of the release of the Released Parties, which if known by him, her
or it might have affected his, her or its decision(s) with respect to the
Settlement. With respect to any and all Settled Claims and Settled Defendants'
Claims, the parties stipulate and agree that upon the Effective Date, the
Plaintiffs and the Defendants shall expressly, and each Class Member shall be
deemed to have, and by operation of the Orders and Final Judgments shall have,
expressly waived any and all provisions, rights and benefits conferred by any
law of any state or territory of the United States, or principle of common law,
which is similar, comparable, or equivalent to Cal. Civ. Code Section 1542,
which provides:

     A general release does not extend to claims which the creditor does not
     know or suspect to exist in his favor at the time of executing the release,
     which if known by him must have materially affected his settlement with the
     debtor.

Plaintiffs and Defendants acknowledge, and Class Members by operation of law
shall be deemed to have acknowledged, that the inclusion of "Unknown Claims" in
the definition of Settled Claims and Settled Defendants' Claims was separately
bargained for and was a key element of the Settlement.

                         SCOPE AND EFFECT OF SETTLEMENT

          2. The obligations incurred pursuant to this Stipulation shall be in
full and final disposition of the Actions as against the Defendants and any and
all Settled Claims as against all Released Parties and any and all Settled
Defendants' Claims.

          3. (a) Upon the Effective Date of this Settlement, Plaintiffs and
members of the Classes on behalf of themselves, their heirs, executors,
administrators, successors and assigns, and any persons they represent, shall,
with respect to each and every Settled Claim, release and forever discharge, and
shall forever be enjoined from prosecuting, any Settled Claims against any of
the Released Parties.

               (b) Upon the Effective Date of this Settlement, each of the
Defendants, on behalf of themselves and, to the extent the Defendants have the
authority to do so, the Released Parties, shall release and forever discharge
each and every of the Settled Defendants' Claims, and shall forever be enjoined
from prosecuting the Settled Defendants' Claims.

                          THE SETTLEMENT CONSIDERATION

          4. (a) National Union Fire Insurance Company of Pittsburgh, Pa.
("National Union"), on behalf of the Released Parties other than Deloitte, has
paid into an interest-bearing escrow account for the benefit of Plaintiffs and
the Classes a total of $12,500,000 (the "National Union Cash Settlement
Amount").

               (b) In addition, Defendants ABN and Holographics shall each
deliver the securities as described below in subparagraphs i) and ii) (the
"Settlement Securities") for the benefit of the Classes upon Plaintiffs' Co-Lead
Counsel's instructions. Defendant Holographics shall provide its counsel's
certification that the Settlement Securities to be issued by Holographics are
exempt from registration and are therefore freely tradeable (the shares issuable
pursuant to the Warrants shall be registered as soon as reasonably practicable).
Defendant ABN shall deliver to Plaintiffs' Co-Lead Counsel a certified copy of
the Order confirming the Plan of Reorganization pursuant to which the ABN
Settlement Securities are exempt from registration pursuant to Section 1145 of
the Bankruptcy Code. Defendants ABN and Holographics agree to issue and deliver
such Settlement Securities on the instructions of Plaintiffs' Co-Lead Counsel,
in whole or in part and from time to time as instructed by Plaintiffs' Co-Lead
Counsel, in accordance with clauses i) and ii) of this paragraph 4(b). The
Settlement Securities to be issued by Holographics shall also be appropriately
adjusted to account for any stock splits or the issuance of Holographics shares
(but, with respect to the issuance of shares by Holographics, only as provided
in clause ii) of this paragraph 4(b)) that have not been authorized as of June
23, 2000. As of June 23, 2000 and until the Settlement Securities are actually
distributed, the Settlement Securities to be issued by Holographics shall be
treated the same as all other issued and outstanding shares of Holographics
common stock as of the date hereof, including in the event of any merger or sale
of Holographics, or sale or distribution of all or substantially all of
Holographics's assets, or other extraordinary event affecting the capital
structure of Holographics; provided, however, that none of the Settlement
Securities shall have any voting rights before delivery thereof in accordance
with clauses i) and ii) of this paragraph 4(b).

                    i) After the later of (a) final Court approval of the
Settlement and (b) approval of the Plan of Reorganization by the Bankruptcy
Court and the Consummation Date (as defined in the Plan of Reorganization) shall
have occurred, and promptly after Plaintiffs' Co Lead Counsel provide Defendant
ABN instructions for such delivery, Defendant ABN shall deliver for the benefit
of the Classes certificates representing in total forty percent of the Equity
Reserve (as defined in the Plan of Reorganization)2, as directed by Plaintiffs'
Co-Lead Counsel.

                    ii) A) After final Court approval of the Settlement, and
promptly after Holographics Plaintiffs' Co-Lead Counsel provide Defendant
Holographics instructions for such delivery, Defendant Holographics shall
deliver, for the benefit of the Holographics Class, certificates representing in
total 1,460,000 shares of Holographics common stock as directed by Holographics
Plaintiffs' Co-Lead Counsel, which number shall be subject to adjustment solely
in the following circumstances. The parties acknowledge the occurrence of a sale
of Holographics common stock whereby a certain investor purchased approximately
3,387,720 shares of Holographics common stock for a total consideration of
$9,316,230. Solely in the event that other investors (other than the party
described above) purchase common stock of Holographics prior to the distribution
of the Settlement Securities, and pay consideration greater than $10 million in
the aggregate (the "Transaction(s)"), Holographics shall increase the number of
shares of common stock to be issued to the Holographics Class such that the
Holographics Class will hold the same percentage of the total outstanding shares
after the Transaction(s) as it held immediately prior to the Transaction(s).

---------------

          2 The Plan of Reorganization also provides for the establishment of a
Securities Claim Reserve consisting of five (5%) percent of the portion of the
Equity Reserve allocable to the Classes, for distribution to persons who would
be Class Members but who (i) exclude themselves from the Classes, (ii) timely
filed proofs of claim in ABN's chapter 11 case, and (iii) whose ABN bankruptcy
claims are ultimately allowed by order of the Bankruptcy court after completion
of a claims objection process in the Bankruptcy Court. The Securities Claim
Reserve, or a portion thereof, will be distributed to the Classes based on the
Plan of Allocation, in the event that any securities remain in the Equity
Reserve following completion of the claims objection process.


<PAGE>


                    B) After final court approval of the Settlement, and
promptly after Holographics Plaintiffs' Co-Lead Counsel provide Defendant
Holographics instructions for such delivery, Defendant Holographics shall issue,
for the benefit of the Holographics Class. Common Stock Purchase Warrants (the
"Warrants") to purchase 863,647 shares of common stock at an exercise price of
$6.00 per share. The Warrants, and the shares issuable upon exercise of the
Warrants, will be reserved for issuance at the time of execution of a Settlement
Agreement. The exercise price and the number of warrants to be issued will be
adjusted to reflect any stock dividends and stock splits declared on the
underlying shares. No other adjustments to the terms of the Warrants will be
made. The Warrant holders shall each have the right, subject only to compliance
with applicable federal and state securities laws, at any time during a two-year
and six month period commencing with final settlement approval by the Court (the
"Exercise Period") to purchase from Holographics up to the number of common
shares which the Warrant holder may at the time be entitled to purchase.
Holographics will provide Holographics Plaintiffs' Co-Lead Counsel with a
written opinion letter setting forth the market value of the Warrants.
Holographics shall reserve, and shall at all times, so long as any Warrant
remains outstanding, keep reserved, out of its authorized and unissued capital
stock, such number of shares of common stock as shall be subject to purchase
under the Warrants -- said shares to be registered as soon as reasonably
practicable, freely tradeable and to have the same rights as the company's
existing common shares.

          (c) Within twenty days from the date hereof, Deloitte shall pay
$2,350,000 into an interest-bearing escrow account for the benefit of the
Holographics Class (the "Deloitte Settlement Amount").

          (d) The National Union Cash Settlement Amount and any interest earned
thereon, the Settlement Securities and the Deloitte Settlement Amount and any
interest earned thereon, shall be the Gross Settlement Fund.

          5. (a) The Gross Settlement Fund, net of any Taxes (as defined below)
on the income thereof, shall be used to pay (i) the costs of notice and
administration referred to in Paragraph 8 hereof, (ii) the attorneys' fee and
expense award referred to in Paragraph 9 hereof, and (iii) the remaining
administration expenses referred to in Paragraph 10 hereof. The balance of the
Gross Settlement Fund after the above payments shall be the Net Settlement Fund
which shall be distributed to the Authorized Claimants as provided in
Paragraphs 12-14 hereof. Any sums required to be held in escrow hereunder prior
to the Effective Date shall be held by Entwistle & Cappucci LLP, Milberg Weiss
Bershad Hynes & Lerach LLP and Pomerantz Haudek Block Grossman & Gross LLP as
Escrow Agents for the Gross Settlement Fund. No funds shall be distributed from
the Gross Settlement Fund without the prior written consent of all three Escrow
Agents. All funds held by the Escrow Agents shall be deemed to be in the custody
of the Court and shall remain subject to the jurisdiction of the Court until
such time as the funds shall be distributed or returned to National Union and
Deloitte pursuant to this Stipulation and/or further order of the Court. The
Escrow Agents shall invest any funds in excess of $100,000 in short term United
States Agency or Treasury Securities, and shall collect and reinvest all
interest accrued thereon. Any funds held in escrow in an amount of less than
$100,000 may be held in an interest bearing bank account insured by the FDIC.
The parties hereto agree that the Settlement Fund is intended to be a Qualified
Settlement Fund within the meaning of Treasury Regulation ss. 1.468B-1 and that
the Escrow Agents, as administrators of the Settlement Fund within the meaning
of Treasury Regulation ss. 1.468B-2(k)(3), shall be responsible for filing tax
returns for the Settlement Fund and paying from the Settlement Fund any Taxes
owed with respect to the Settlement Fund. Counsel for Defendants agree to
provide promptly to the Escrow Agents the statement described in Treasury
Regulation ss. 1.468B-3(e).

               (b) All (i) taxes on the income of the Settlement Fund and (ii)
expenses and costs incurred in connection with the taxation of the Settlement
Fund (including, without limitation, expenses of tax attorneys and accountants)
(collectively "Taxes") shall be paid out of the Gross Settlement Fund, shall be
considered to be a cost of administration of the settlement and shall be timely
paid by the Escrow Agents without prior Order of the Court.

          6. (a) Each of ABN and ABNH shall cooperate with Plaintiffs' Co-Lead
Counsel by giving information orally, whether in the form of deposition or
informal interview, to be confirmed by sworn affidavit if requested, and through
the production of documents relevant to Plaintiffs' claims as confirmatory
discovery in these settled Actions. Deloitte shall cooperate with Plaintiffs'
Co-Lead Counsel by producing documents for inspection relevant to Plaintiffs'
claims as confirmatory discovery in these settled Actions. It is an express
condition of this Settlement that the Corporate Defendants do not assert any
privileges barring and specifically assent to and will facilitate Plaintiffs'
Co-Lead Counsel's meeting with Special Counsel to the Audit Committee of
Holographics, Kramer, Levin, Naftalis & Frankel ("Kramer Levin'), and receiving
documents and testimony (or interviews) from Kramer Levin concerning the facts
underlying the Actions.

               (b) Each of the Individual Defendants, as an express condition of
this Settlement, shall cooperate with Plaintiffs' Co-Lead Counsel by producing
non-privileged documents relevant to Plaintiffs' claims in the Actions. The
Settlement shall in no way impair Plaintiffs' rights under the Federal Rules of
Civil Procedure or applicable case law to seek discovery of the Individual
Defendants.

                                 ADMINISTRATION

          7. The Claims Administrator shall administer the Settlement under
Plaintiffs' Co-Lead Counsel's supervision and subject to the jurisdiction of the
Court. Except as stated in Paragraph 15 hereof, National Union and Defendants
shall have no responsibility for the administration of the Settlement and shall
have no liability to the Classes in connection with such administration.
Defendants' Counsel shall cooperate in the administration of the Settlement to
the extent reasonably necessary to effectuate its terms, including providing all
information from Holographics' and ABN's transfer records concerning the
identity of Class Members and their transactions.

          8. Subject to the terms of paragraph 5(a), Plaintiffs' Co-Lead Counsel
may pay from the National Union Cash Settlement Amount and from the Deloitte
Settlement Amount the reasonable costs and expenses associated with the
administration of the Settlement, including without limitation, the costs of
identifying members of the Classes and effecting the Notice and Publication
Notice. Such amounts shall include, without limitation, the actual costs of
publication, printing and mailing the Notice and Proof of Claim, reimbursements
to nominee owners for forwarding the Notice and Proof of Claim to their
beneficial owners, and the administrative expenses incurred and fees charged by
the Claims Administrator in connection with providing notice and processing the
submitted claims.

                          ATTORNEYS' FEES AND EXPENSES

          9. The award of attorneys' fees and expenses to Plaintiffs' Counsel is
not a necessary term of this Stipulation and it is not a condition of this
Stipulation or the Settlement of the Actions that any such award be made by the
Court. Plaintiffs' Counsel will apply to the Court for an award from the Gross
Settlement Fund of attorneys' fees not to exceed one-third (33 1/3%) of the
Gross Settlement Fund and reimbursement of expenses, plus interest. Such
attorneys' fees, expenses, and interest as are awarded by the Court shall be
paid from the Gross Settlement Fund to Plaintiffs' Counsel immediately upon
award, notwithstanding the existence of any timely filed objections thereto, or
potential for appeal therefrom, or collateral attack on the Settlement or any
part thereof, subject to Plaintiffs' Counsel's joint and several obligation to
make appropriate refunds or repayments to the Gross Settlement Fund plus accrued
interest at the same net rate as is earned by the Gross Settlement Fund, if and
when, as a result of any appeal and/or further proceedings on remand, or
successful collateral attack, the fee or cost award is reduced or reversed.

                             ADMINISTRATION EXPENSES

          10. Plaintiffs' Co-Lead Counsel will apply to the Court, on notice to
Defendants' Counsel, for an order (the "Class Distribution Order") approving the
Claims Administrator's administrative determinations concerning the acceptance
and rejection of the claims submitted herein and approving any fees and expenses
not previously applied for, including the fees and expenses of the Claims
Administrator, and, if the Effective Date has occurred, directing payment of the
Net Settlement Fund to Authorized Claimants.

                      DISTRIBUTION TO AUTHORIZED CLAIMANTS

          11. The Claims Administrator shall determine each Authorized
Claimant's PRO RATA share of the Net Settlement Fund based upon each Authorized
Claimant's Recognized Claim (as defined in the Plan of Allocation described in
the Notice annexed hereto as Exhibit 1 to Exhibit A, or in such other Plan of
Allocation as the Court approves).

          12. The Plan of Allocation proposed in the Notice is not a necessary
term of this Stipulation and it is not a condition of this Stipulation that that
Plan of Allocation be approved.

          13. Each Authorized Claimant shall be allocated PRO RATA shares of the
Net Settlement Fund in cash and securities as may be applicable, based on his or
her Recognized Claim compared to the total Recognized Claims of all accepted
claimants. This is not a claims-made settlement. The Defendants shall not be
entitled to get back any of the settlement monies or securities once the
Settlement becomes final. The Defendants shall have no involvement in reviewing
or challenging claims.

                        ADMINISTRATION OF THE SETTLEMENT

          14. Any member of either Class who does not submit a valid Proof of
Claim will not be entitled to receive any of the proceeds from the Net
Settlement Fund but will otherwise be bound by all of the terms of this
Stipulation and the Settlement, including the terms of the Orders and Final
Judgments to be entered in the Actions and the releases provided for herein, and
will be barred from bringing any action against the Released Parties concerning
the Settled Claims.

          15. Plaintiffs' Co-Lead Counsel shall be responsible for supervising
the administration of the Settlement and disbursement of the Net Settlement Fund
by the Claims Administrator. Except for their obligation to deliver the
Settlement Securities as provided in paragraph 4(b) and to cooperate in the
production of information with respect to the identification of Class Members
from corporate shareholder transfer records, National Union and Defendants shall
have no liability, obligation or responsibility for the administration of the
Settlement or disbursement of the Net Settlement Fund. Plaintiffs' Co-Lead
Counsel shall have the right, but not the obligation, to waive what they deem to
be formal or technical defects in any Proofs of Claim submitted in the interests
of achieving substantial justice.

          16. For purposes of determining the extent, if any, to which a Class
Member shall be entitled to be treated as an "Authorized Claimant", the
following conditions shall apply:

               (a) Each Class Member shall be required to submit a Proof of
Claim (see attached Exhibit 2 to Exhibit A), supported by such documents as are
designated therein, including proof of the Claimant's loss, or such other
documents or proof as Plaintiffs' Co-Lead Counsel, in their discretion, may deem
acceptable;

               (b) All Proofs of Claim must be submitted by the date specified
in the Notice unless such period is extended by Order of the Court. Provided
that it is received before the motion for the Class Distribution Order is filed,
a Proof of Claim shall be deemed to have been submitted when posted, if received
with a postmark indicated on the envelope and if mailed by first-class mail,
postage prepaid, and addressed in accordance with the instructions thereon. In
all other cases, the Proof of Claim shall be deemed to have been submitted when
actually received by the Claims Administrator;

               (c) Each Proof of Claim shall be submitted to and reviewed by the
Claims Administrator, under the supervision of Plaintiffs' Co-Lead Counsel, who
shall determine in accordance with this Stipulation the extent, if any, to which
each claim shall be allowed, subject to review by the Court pursuant to
subparagraph (e) below;

               (d) Proofs of Claim that do not meet the submission requirements
may be rejected. Prior to rejection of a Proof of Claim, the Claims
Administrator shall communicate with the Claimant in order to remedy the curable
deficiencies in the Proof of Claims submitted. The Claims Administrator, under
supervision of Plaintiffs' Co-Lead Counsel, shall notify, in a timely fashion
and in writing, all Claimants whose Proofs of Claim they propose to reject in
whole or in part, setting forth the reasons therefor, and shall indicate in such
notice that the Claimant whose claim is to be rejected has the right to a review
by the Court if the Claimant so desires and complies with the requirements of
subparagraph (e) below;

               (e) If any Claimant whose claim has been rejected in whole or in
part desires to contest such rejection, the Claimant must, within twenty (20)
days after the date of mailing of the notice required in subparagraph (d) above,
serve upon the Claims Administrator a notice and statement of reasons indicating
the Claimant's grounds for contesting the rejection along with any supporting
documentation, and requesting a review thereof by the Court. If a dispute
concerning a claim cannot be otherwise resolved, Plaintiffs' Co-Lead Counsel
shall thereafter present the request for review to the Court; and

               (f) The administrative determinations of the Claims Administrator
accepting and rejecting claims shall be presented to the Court, on notice to
Defendants' Counsel, for approval by the Court in the Class Distribution Order.

          17. Each Claimant shall be deemed to have submitted to the
jurisdiction of the Court with respect to the Claimant's claim, and the claim
will be subject to investigation and discovery under the Federal Rules of Civil
Procedure, provided that such investigation and discovery shall be limited to
that Claimant's status as a Class Member and the validity and amount of the
Claimant's claim. No discovery shall be allowed on the merits of the Actions or
Settlement in connection with processing of the Proofs of Claim.

          18. Payment pursuant to this Stipulation shall be deemed final and
conclusive against all Class Members. All Class Members who fail to submit a
Proof of Claim or whose claims are not approved by the Court shall be barred
from participating in distributions from the Net Settlement Fund, but otherwise
shall be bound by all of the terms of this Stipulation and the Settlement,
including the terms of the Orders and Final Judgments to be entered in the
Actions and the releases provided for herein, and will be barred from bringing
any action against the Released Parties concerning the Settled Claims.

          19. All proceedings with respect to the administration, processing and
determination of claims described by Paragraph 16 of this Stipulation and the
determination of all controversies relating thereto, including disputed
questions of law and fact with respect to the validity of claims, shall be
subject to the jurisdiction of the Court.

          20. The Net Settlement Fund shall be distributed to Authorized
Claimants by the Claims Administrator only after the Effective Date and after:
(i) all Claims have been processed, and all Claimants whose Claims have been
rejected or disallowed, in whole or in part, have been notified and provided the
opportunity to be heard concerning such rejection or disallowance; (ii) all
objections with respect to all rejected or disallowed claims have been resolved
by the Court, and all appeals therefrom have been resolved or the time therefor
has expired; (iii) all matters with respect to attorneys' fees, costs, and
disbursements have been resolved by the Court, all appeals therefrom have been
resolved or the time therefor has expired; and (iv) all costs of administration
have been paid.

                  TERMS OF PRELIMINARY ORDER IN CONNECTION WITH
                             SETTLEMENT PROCEEDINGS

          21. Promptly after this Stipulation has been fully executed,
Plaintiffs' Counsel and Defendants' Counsel jointly shall apply to the Court for
entry of the Preliminary Order In Connection With Settlement Proceedings,
substantially in the form annexed hereto as Exhibit A.

                       TERMS OF ORDERS AND FINAL JUDGMENTS

          22. If the Settlement contemplated by this Stipulation is approved by
the Court, counsel for the parties shall request that the Court enter the ABN
Order and Final Judgment and the Holographics Order and Final Judgment
substantially in the forms annexed hereto as Exhibit B-1 and B-2.

                             SUPPLEMENTAL AGREEMENT

          23. Simultaneously herewith, Plaintiffs' Co-Lead Counsel and Counsel
for Defendants Holographics and Deloitte are executing "Supplemental Agreements"
setting forth certain conditions under which either of Defendant Holographics or
Deloitte may, respectively, withdraw from this Stipulation and terminate their
rights and responsibilities thereunder, if potential Holographics Class Members
who purchased in excess of a certain number shares of Holographics common stock
traded during the Holographics Class Period exclude themselves from the
Holographics Class. The Supplemental Agreements shall not be filed prior to the
Settlement Fairness Hearing unless a dispute arises as to its terms. In the
event of a withdrawal from this Stipulation pursuant to the Holographics
Supplemental Agreement, this Stipulation shall become null and void and of no
further force and effect with respect to all Defendants except Deloitte, and the
provisions of Paragraph 27 shall apply, except with respect to Deloitte. In the
event of a withdrawal from this Stipulation pursuant to the Deloitte
Supplemental Agreement, this Stipulation shall become null and void and of no
further force and effect with respect to Deloitte only, and the provisions of
Paragraph 27 shall apply with respect to Deloitte only. Notwithstanding the
foregoing, the Stipulation shall not become null and void as a result of the
election by Defendant Holographics or Defendant Deloitte to exercise its option
to withdraw from the Stipulation pursuant to the Supplemental Agreements until
the conditions set forth in the Supplemental Agreement have been satisfied.
Nothing in this Paragraph 23 shall be deemed to in any way alter, amend or
modify any of the provisions of Paragraph 29.

               EFFECTIVE DATE OF SETTLEMENT, WAIVER OR TERMINATION

          24. The Effective Date of Settlement shall be the date when all the
following shall have occurred:

               (a) entry of the Preliminary Order In Connection With Settlement
Proceedings in all material respects in the form annexed hereto as Exhibit A;

               (b) approval by the Court of the Settlement, following notice to
the Classes and a hearing, as prescribed by Rule 23 of the Federal Rules of
Civil Procedure;

               (c) entry of an Order of the Bankruptcy Court confirming the Plan
of Reorganization; and

               (d) entry by the Court of the ABN Order and Final Judgment, and
the Holographics Order and Final Judgment in all material respects in the forms
set forth in Exhibits B-1 and B-2 annexed hereto, and the expiration of any time
for appeal or review of such Orders and Final Judgments, or, if any appeal is
filed and not dismissed, after both such Orders and Final Judgments are upheld
on appeal in all material respects and are no longer subject to review upon
appeal or review by writ of certiorari, or, in the event that the Court enters
an order and final judgment in form other than that provided above ("Alternative
Judgment") and none of the parties hereto elect to terminate this Settlement,
the date that such Alternative Judgment becomes final and no longer subject to
appeal or review.

          25. Defendants' Counsel or Plaintiffs' Co-Lead Counsel shall have the
right to terminate the Settlement and this Stipulation by providing written
notice of their election to do so ("Termination Notice") to all other parties
hereto within thirty (30) days of: (a) the Court's declining to enter the
Preliminary Order In Connection With Settlement Proceedings in any material
respect; (b) the Court's refusal to approve this Stipulation or any material
part of it; (c) the Bankruptcy Court's refusal to confirm the Plan of
Reorganization; (d) the Court's declining to enter either or both of the Orders
and Final Judgments in any material respect; (e) the date upon which one or both
of the Orders and Final Judgments is modified or reversed in any material
respect by the Court of Appeals or the Supreme Court; or (f) the date upon which
an Alternative Judgment is modified or reversed in any material respect by the
Court of Appeals or the Supreme Court.

          26. In the event that, after the later of (a) final Court approval of
the Settlement and (b) entry of an Order of the Bankruptcy Court confirming the
Plan of Reorganization and the occurrence of the Consummation Date (as defined
in the Plan of Reorganization), there is any non-delivery by Defendants ABN and
Holographics of any of the securities required to be delivered hereunder within
twenty (20) business days after Plaintiffs' Co-Lead Counsel furnishes directions
for such delivery to Defendants' Counsel, then Plaintiffs' Co-Lead Counsel shall
have the right to enter a consent judgment against Defendants ABN and/or
Holographics for specific performance requiring delivery of such securities, in
addition Plaintiffs and either or both of the Classes shall be entitled to
monetary damages resulting from such delayed delivery including any loss in
market value of the securities from the date immediately prior to the date
Plaintiffs' Co-Lead Counsel furnished directions for such delivery to the date
such securities are actually delivered. In the event of such delayed delivery,
Holographics' Plaintiffs' Co-Lead Counsel and/or ABN Plaintiffs' Co-Lead
Counsel, as the case may be, shall deliver a written demand for a stated amount
of such damages to counsel for ABN and/or counsel for Holographics, as the case
may be. If ABN and/or Holographics agree to the demand, then the demanded amount
shall be paid within ten (10) business days of the demand. If ABN and/or
Holographics do not agree, then within ten (10) business days of the demand,
they shall deliver a written statement of the amount, if any, that they believe
Plaintiffs should be entitled to. If Holographics' Plaintiffs' Co-Lead Counsel
and/or ABN Plaintiffs' Co-Lead Counsel, as the case may be, accept the amount
stated by ABN and/or Holographics they shall deliver a written acceptance to ABN
and/or Holographics, and ABN and/or Holographics shall pay the stated amount
within ten (10) business days of the acceptance. If Holographics' Plaintiffs'
Co-Lead Counsel and/or ABN Plaintiffs' Co-Lead Counsel, as the case may be, do
not accept the amount stated by ABN and/or Holographics they shall be entitled
to bring an action at law for such damages, and in the event they obtain a
judgment for damages in an amount more than the amount ABN and/or Holographics
stated plaintiffs should be entitled to in their written statement, then
plaintiffs shall be entitled to recover their attorneys fees and expenses of
that action in addition to such damages.

               27. Except as otherwise provided herein, in the event the
Settlement is terminated or fails to become effective for any reason, then the
parties to this Stipulation shall be deemed to have reverted to their respective
status in the Actions as of June 23, 2000 and, except as otherwise expressly
provided, the parties shall proceed in all respects as if this Stipulation and
any related orders had not been entered, and the National Union Cash Settlement
Amount and the Deloitte Settlement Amount, together with any interest earned
thereon, less any Taxes due with respect to such income, and less costs of
administration and notice actually incurred and paid or payable from the
National Union Cash Settlement Amount and the Deloitte Settlement Amount shall
be returned to National Union and Deloitte, respectively, and any Settlement
Securities that have been delivered shall promptly be returned to ABN and/or
Holographics.

                           NO ADMISSION OF WRONGDOING

          28. This Stipulation, and all negotiations and papers related to it,
and any proceedings taken pursuant to it whether or not the Settlement is
consummated:

               (a) shall not be offered or received against the Defendants or
against the Plaintiffs or the Classes as evidence of or construed as or deemed
to be evidence of any presumption, concession, or admission by any of the
Defendants or by any of the Plaintiffs or the Classes with respect to the truth
of any fact alleged by Plaintiffs or the validity of any claim that had been or
could have been asserted in the Actions or in any litigation, or the deficiency
of any defense that has been or could have been asserted in the Actions or in
any litigation, or of any liability, negligence, fault, or wrongdoing of the
Defendants;

               (b) shall not be offered or received against the Defendants as
evidence of a presumption, concession or admission of any fault,
misrepresentation or omission with respect to any statement or written document
approved or made by any Defendant, or against the Plaintiffs and the Classes as
evidence of any infirmity in the claims of Plaintiffs and the Classes;

               (c) shall not be offered or received against the Defendants or
against the Plaintiffs or the Classes as evidence of a presumption, concession
or admission with respect to any liability, negligence, fault or wrongdoing, or
in any way referred to for any other reason as against any of the parties to
this Stipulation, in any other civil, criminal or administrative action or
proceeding, other than such proceedings as may be necessary to effectuate the
provisions of this Stipulation; provided, however, that if this Stipulation is
approved by the Court, Defendants may refer to it to effectuate the liability
protection granted them hereunder;

               (d) shall not be construed against the Defendants or the
Plaintiffs and the Classes as an admission or concession that the consideration
to be given hereunder represents the amount which could be or would have been
recovered after trial; and

               (e) shall not be construed as or received in evidence as an
admission, concession or presumption against Plaintiffs or the Classes or any of
them that any of their claims are without merit or that damages recoverable
under the Complaints would not have exceeded the Settlement Fund.

                                    BAR ORDER

     29. It is an express condition of this Stipulation that each of the ABN
Order and Final Judgment and the Holographics Order and Final Judgment shall
provide that all claims of any nature whatsoever, whether arising under federal,
state, local, statutory or common law or any other law, equitable principle,
rule or regulation, including both known and Unknown Claims, against the
Released Parties and/or National Union by any party to either of the Actions,
which are based upon or in any way relate to or arise out of the alleged facts
underlying the Settled Claims, the Actions or the Settlement, are forever barred
and the filing of any such claim, whether in either of the Actions or in any
other court, arbitration, administrative agency or proceeding in any other forum
shall be enjoined. It is an express condition of this Stipulation that the
Orders and Final Judgments provide that (i) any claims of any nature whatsoever,
whether arising under federal, state, local, statutory or common law or any
other law, equitable principle, rule or regulation, including both known and
Unknown Claims, that Deloitte may have against any other Released Party relating
in any way to the alleged facts underlying the claims asserted or which could
have been asserted in either of the ABN and Holographics Actions, including,
without limitation, all claims alleged or which could have been asserted in
Deloitte's proposed Amended Answer and Cross-claim, and (ii) that any such
claims that any other Released Party may have against Deloitte relating to the
claims asserted or which could have been asserted in either of the ABN and
Holographics Actions of any nature whatsoever, whether arising under federal,
state, local, statutory or common law or any other law, equitable principle,
rule or regulation, including both known and Unknown Claims, shall be released
by the Orders and Final Judgments.

                            MISCELLANEOUS PROVISIONS

          30. All of the exhibits attached hereto are hereby incorporated by
reference as though fully set forth herein.

          31. Each Defendant, except ABN, warrants as to himself, herself or
itself that, as to the payments made by or on behalf of him, her or it, at the
time of such payment that the Defendant made or caused to be made pursuant to
Paragraph 4 above, he, she or it was not insolvent, nor did, nor will the
payment required to be made by or on behalf of him, her or it render such
Defendant insolvent within the meaning of and/or for the purposes of the United
States Bankruptcy Code, including ss. 101 and 547 thereof. This warranty is made
by each such Defendant and not by such Defendant's Counsel.

          32. If a case is commenced in respect of any Defendant, other than
ABN, under Title 11 of the United States Code (Bankruptcy), or a trustee,
receiver or conservator is appointed under any similar law, and in the event of
the entry of a final order of a court of competent jurisdiction determining the
transfer of money to the Gross Settlement Fund or any portion thereof by or on
behalf of such Defendant to be a preference, voidable transfer, fraudulent
transfer or similar transaction and any portion thereof is required to be
returned, and such amount is not promptly deposited to the Gross Settlement Fund
by other Defendants, then, at the election of Plaintiffs' Co-Lead Counsel, the
parties shall jointly move the Court to vacate and set aside the releases given
and the Orders and Final Judgments entered in favor of the Defendants pursuant
to this Stipulation, which releases and Orders and Final Judgments shall be null
and void, and the parties shall be restored to their respective positions in the
litigation as of June 23, 2000 and any cash amounts in the Gross Settlement Fund
shall be returned as provided in Paragraph 28 above.

          33. The parties to this Stipulation intend the Settlement to be a
final and complete resolution of all disputes asserted or which could be
asserted by the Class Members against the Released Parties with respect to the
Settled Claims. Accordingly, Plaintiffs and the Defendants agree not to assert
in any forum that the litigation was brought by Plaintiffs or defended by the
Defendants in bad faith or without a reasonable basis. The parties hereto shall
assert no claims of any violation of Rule 11 of the Federal Rules of Civil
Procedure relating to the prosecution, defense, or settlement of the Actions.
The parties agree that the amount paid and the other terms of the Settlement
were negotiated at arm's length in good faith by the parties, and reflect a
settlement that was reached voluntarily after consultation with experienced
legal counsel.

          34. This Stipulation may not be modified or amended, nor may any of
its provisions be waived except by a writing signed by all parties hereto or
their successors-in-interest.

          35. The headings herein are used for the purpose of convenience only
and are not meant to have legal effect.

          36. The administration and consummation of the Settlement as embodied
in this Stipulation shall be under the authority of the Court and the Court
shall retain jurisdiction for the purpose of entering orders providing for
awards of attorneys' fees and expenses to Plaintiffs' Counsel and enforcing the
terms of this Stipulation.

          37. The waiver by one party of any breach of this Stipulation by any
other party shall not be deemed a waiver of any other prior or subsequent breach
of this Stipulation.

          38. This Stipulation and its exhibits and the Supplemental Agreements
constitute the entire agreement among the parties hereto concerning the
Settlement of the Actions, and no representations, warranties, or inducements
have been made by any party hereto concerning this Stipulation and its exhibits
and the Supplemental Agreements other than those contained and memorialized in
such documents.

          39. This Stipulation may be executed in one or more counterparts. All
executed counterparts and each of them shall be deemed to be one and the same
instrument provided that counsel for the parties to this Stipulation shall
exchange among themselves original signed counterparts.

          40. This Stipulation shall be binding upon, and inure to the benefit
of, the successors and assigns of the parties hereto.

          41. The construction, interpretation, operation, effect and validity
of this Stipulation, and all documents necessary to effectuate it, shall be
governed by the internal laws of the State of New York without regard to
conflicts of laws, except to the extent that federal law requires that federal
law governs.

          42. This Stipulation shall not be construed more strictly against one
party than another merely by virtue of the fact that it, or any part of it, may
have been prepared by counsel for one of the parties, it being recognized that
it is the result of arm's-length negotiations between the parties and all
parties have contributed substantially and materially to the preparation of this
Stipulation.

          43. All counsel and any other person executing this Stipulation and
any of the exhibits hereto, or any related settlement documents, warrant and
represent that they have the full authority to do so and that they have the
authority to take appropriate action required or permitted to be taken pursuant
to the Stipulation to effectuate its terms.

          44. Plaintiffs' Co-Lead Counsel and Defendants' Counsel agree to
cooperate fully with one another in seeking Court approval of the Preliminary
Order In Connection With Settlement Proceedings, the Stipulation and the
Settlement, and to promptly agree upon and execute all such other documentation
as may be reasonably required to obtain final approval by the District Court and
as necessary, the Bankruptcy Court, of the Settlement.

DATED:  October__, 2000

                                   ENTWISTLE & CAPPUCCI LLP


                                   By:______________________
                                      Vincent R. Cappucci (VRC-6864)
                                      William S. Gyves (WSG-2770)
                                   400 Park Avenue
                                   New York, New York 10022
                                   (212) 894-7200

                                   MILBERG WEISS BERSHAD
                                   HYNES & LERACH LLP


                                   BY:_______________________
                                      George A. Bauer 111 (GB-2919)
                                      Deborah Clark-Weintraub (DCW-6877)
                                      Ariana L. Tadler (AT-0452)
                                   One Pennsylvania Plaza
                                   New York, New York 10119-0165
                                   (212) 594-5300

                                   WOLF POPPER LLP


                                   BY:_______________________
                                      Stephen D. Oestreich (SDO-8933)
                                      Peter G.A. Safirstein (PS-6176)
                                   845 Third Avenue
                                   New York, New York 10022
                                   (212) 759-4600

                                   HOLOGRAPHICS PLAINTIFFS' CO-LEAD COUNSEL

                                   LOWEY, DANENBERG, BEMPORAD & SELINGER, P.C.
                                      Richard Bemporad (RB-8778)
                                      Jill Rosell (JR-4960)
                                   The Gateway - 11th Floor
                                   One North Lexington Avenue
                                   White Plains, New York 10601-1714
                                   (914) 997-0500

                                   HOLOGRAPHICS PLAINTIFFS' LIAISON COUNSEL


                                   ABBEY, GARDY & SQUITIERI, LLP
                                      Mark C. Gardy
                                   212 East 39th Street
                                   New York, New York 10016
                                   (212) 889-3700

                                   BARRACK RODOS & BACINE
                                      Daniel E. Bacine
                                   3300 Two Commerce Square
                                   2001 Market Street
                                   Philadelphia, PA 19103
                                   (215) 963-0600

                                   BERGER & MONTAGUE, P.C.
                                      Sherri R. Savett
                                   1622 Locust Street
                                   Philadelphia, Pennsylvania 19103
                                   (215) 875-3000

                                   BERMAN DeVALERIO & PEASE
                                      Jeffrey C. Block
                                   1 Liberty Square, 8th Floor
                                   Boston, Massachusetts 02109
                                   (617) 542-8300

                                   BERNSTEIN LIEBHARD & LIFSHITZ, LLP
                                      Mel E. Lifshitz
                                   10 East 40th Street
                                   New York, New York 10016
                                   (212) 779-1414

                                   BERNSTEIN LITOWITZ BERGER & GROSSMANN LLP
                                      Daniel L. Berger
                                   1285 Avenue of the Americas
                                   New York, New York 10022
                                   (212) 554-1400

                                   BRAGER WEXLER EAGEL & MORGENSTERN, LLP
                                      Peter D. Morganstern
                                   900 Third Avenue
                                   New York, New York 10022
                                   (212) 308-5858

                                   FARROW, BRAMSON, BASKIN & PLUTZIK
                                      Alan R. Plutzik
                                   2125 Oak Grove Road, Suite 120
                                   Walnut Creek, California 94598
                                   (925) 945-0200

                                   FARUQI AND FARUQI
                                      Nadeem Faruqi
                                   415 Madison Avenue
                                   New York, New York 10017
                                   (212) 983-9331

                                   FINKELSTEIN THOMPSON & LOUGHRAN
                                      Burton H. Finkelstein
                                   The Foundry Building
                                   Suite 601
                                   1055 Thomas Jefferson Street, N.W.
                                   Washington, DC 20007
                                   (202) 337-8000

                                   GOODKIND LABATON RUDOFF & SUCHAROW
                                      Jonathan M. Plasse
                                   100 Park Avenue
                                   New York, New York 10017
                                   (212) 907-0700

                                   HEINS, MILLS & OLSON
                                      Stacey L. Mills
                                   700 Norstar East
                                   608 Second Avenue South
                                   Minneapolis, Minnesota 55402
                                   (612) 338-4605

                                   HOFFMAN & EDELSON
                                      Marc H. Edelson
                                   45 West Court Street
                                   Doylestown, Pennsylvania 18901
                                   (215) 230-8043

                                   KANTROWITZ, GOLDHAMER & GRAIFMAN, P.C.
                                      Gary S. Graifman
                                   747 Chestnut Ridge Road
                                   Chestnut Ridge, New York 10977-6216
                                   (914) 356-3570

                                   LAW OFFICES OF
                                   JAMES V. BASHIAN, P.C.
                                      James V. Bashian
                                   500 Fifth Avenue, Suite 2700
                                   New York, New York 10110
                                   (212) 921-4110

                                   LAW OFFICES OF LEO W. DESMOND
                                      Leo W. Desmond
                                   2161 Palm Beach Lakes Boulevard
                                   Suite 204
                                   West Palm Beach, Florida 33409
                                   (561) 712-8000

                                   LAW OFFICES OF BERNARD M. GROSS
                                      Deborah R. Gross
                                   1500 Walnut Street, Suite 620
                                   Philadelphia, Pennsylvania 19102
                                   (215) 561-3600

                                   MAGER & WHITE, P.C.
                                      Ann D. White
                                      Robert Eisler
                                   The Pavilion
                                   261 Old York Road, Suite 810
                                   Jenkintown, Pennsylvania 19046
                                   (215) 481-0273

                                   LOCKRIDGE GRINDAL NAUEN P.L.L.P.
                                      Richard A. Lockridge
                                      Karen M. Hanson
                                   2200 Washington Square
                                   100 Washington Avenue South
                                   Minneapolis, Minnesota 55401
                                   (612) 339-6900

                                   MILLER FAUCHER CAFFERTY AND WEXLER
                                      Marvin A. Miller
                                   30 North LaSalle Street, Suite 3200
                                   Chicago, Illinois 60602
                                   (312) 782-4880

                                   PASTERNAK, FELDMAN & PLUTNICK, P.A.
                                      Steven Plutnick
                                   Eisenhower Plaza South
                                   70 South Orange Avenue, Suite 245
                                   Livingston, New Jersey 07039
                                   (973) 994-7900

                                   RABIN & PECKEL LLP
                                      Brian Murphy
                                   275 Madison Avenue
                                   34th Floor
                                   New York,NY 10016
                                   (212) 682-1818

                                   SAVETT FRUTKIN PODELL & RYAN, P.C.
                                      Barbara Podell
                                   325 Chestnut Street, Suite 700
                                   Philadelphia, Pennsylvania 19106
                                   (215) 923-5400

                                   SCHIFFRIN & BARROWAY, LLP
                                      Andrew L. Barroway
                                   Three Bala Plaza East
                                   Bala Cynwyd, Pennsylvania 19004
                                   (610) 667-7708

                                   SCHOENGOLD & SPORN, P.C.
                                   233 Broadway
                                   New York, New York 10279
                                   (212) 964-0046

                                   SCHUBERT & REED LLP
                                      Robert C. Schubert
                                   Two Embarcadero Center, Suite 1050
                                   San Francisco, California 94111
                                   (415) 788-4220

                                   STULL, STULL & BRODY
                                      Jules Brody
                                   6 East 45th Street
                                   New York, New York 10017
                                   (212) 687-7230

                                   WEISS & YOURMAN
                                     Joseph H. Weiss
                                   551 5th Avenue, Suite 1600
                                   New York, NY 10176
                                   (212) 682-3025

                                   ZWERLING, SCHACHTER & ZWERLING, LLP
                                      Richard A. Spears
                                   767 Third Avenue
                                   New York, New York 10017
                                   (212) 223-3900

                                   HOLOGRAPHICS PLAINTIFFS' COUNSEL

                                   POMERANTZ HAUDEK BLOCK GROSSMAN & GROSS LLP

                                   By:________________________
                                      Stanley M. Grossman (SG-4544)
                                      Patrick V. Dahlstrom (PD-5328)
                                      Linda P. Nussbaum (LN-9336)
                                      Robert J. Axelrod
                                   100 Park Avenue, 26th Floor
                                   New York, New York 10017
                                   (212) 661-1100

                                   WECHSLER HARWOOD HALEBIAN & FEFFER LLP

                                   By:________________________
                                      Stuart D. Wechsler (SW-4381)
                                      Frederick W. Gerkins, III (FG 7595)
                                   488 Madison Avenue
                                   New York, New York 10022
                                   (212) 935-7400

                                   ABN PLAINTIFFS' CO-LEAD COUNSEL

                                   LAW OFFICES OF LAWRENCE G. SOICHER
                                     Lawrence G. Soicher
                                   342 Madison Avenue
                                   New York, New York 10173
                                   (212) 883-8000

                                   LAW OFFICES OF MARC S. HENZEL
                                      Marc S. Henzel
                                   210 West Washington Square
                                   Philadelphia, PA 19106
                                   (215) 625-9999

                                   ABN Plaintiffs' Counsel

                                   FULBRIGHT & JAWORSKI L.L.P.


                                   By:_______________________
                                      James Nespole (JN-9015)
                                      Edward Dolido (ED-4084)
                                   666 Fifth Avenue
                                   New York, New York 10103-3198
                                   (212) 318-3000

                                   ATTORNEYS FOR DEFENDANT AMERICAN BANK NOTE
                                   HOLOGRAPHICS, INC.


                                   MORGAN, LEWIS & BOCKIUS LLP


                                   By:________________________
                                      Kevin T. Rover (KR-5629)
                                   101 Park Avenue
                                   New York, New York 10178
                                   (212) 309-6000

                                   ATTORNEYS FOR DEFENDANTS AMERICAN BANKNOTE
                                   CORPORATION, JOHN T. GORMAN, AND PATRICK J.
q                                  GENTILE


                                   WEIL, GOTSHAL & MANGES LLP


                                   By:_______________________
                                      Miranda S. Schiller (MS-9456)
                                      Haron W. Murage (HM-5783)
                                   767 Fifth Avenue
                                   New York, New York 10153
                                   (212) 310-8000

                                   ATTORNEYS FOR DEFENDANT MORRIS WEISSMAN


                                   STILLMAN & FRIEDMAN, P.C.


                                   By:________________________
                                      James A. Mitchell (JM-4 150)
                                   425 Park Avenue, 22nd Floor
                                   New York, New York 10022
                                   (212) 223-0200

                                   ATTORNEYS FOR DEFENDANT JOSHUA C. CANTOR

                                   MORVILLO, ABRAMOWITZ, GRAND
                                      IASON & SILBERBERG


                                   By:________________________
                                      Barry A. Bohrer
                                   565 Fifth Avenue
                                   New York, New York 10017
                                   (212) 856-9600

                                   ATTORNEYS FOR DEFENDANT RICHARD P.
                                   MACCHIARULO


                                   WILSON SONSINI GOODRICH & ROSATI


                                   By:______________________
                                      Boris Feldman
                                   650 Page Mill Road
                                   Palo Alto, California 94304-1050
                                   (650) 493-9300

                                   LAYTON BROOKS & HECHT LLP

                                   By:______________________
                                      Robert W. Gaffey
                                   400 Park Avenue
                                   New York, New York 10022
                                   (212) 980-8500

                                   ATTORNEYS FOR DEFENDANTS NATIONSBANC
                                   MONTGOMERY SECURITIES LLC, LAZARD FRERES &
                                   CO. LLC, RAYMOND JAMES & ASSOCIATES, INC.
                                   and Salomon Smith Barney Holdings Inc.


                                   D'AMATO & LYNCH

                                   By:_______________________
                                      Charles Bramham
                                   70 Pine Street
                                   New York, New York 10270
                                   (212) 269-0927

                                   ATTORNEYS FOR NATIONAL UNION FIRE INSURANCE
                                   COMPANY OF PITTSBURGH, PA.


                                   MAYER, BROWN & PLATT

                                   By:______________________
                                      Alan N. Salpeter
                                      Robert J. Kriss
                                   190 South LaSalle Street
                                   Chicago, IL 60603
                                   (312) 782-0600

                                    Attorneys for Deloitte & Touche LLP


<PAGE>


                                   EXHIBIT A


<PAGE>


UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
--------------------------------------- x
IN RE AMERICAN BANK NOTE                :         99 Civ. 0412 (CM)
HOLOGRAPHICS, INC. SECURITIES           :
LITIGATION                              :
--------------------------------------- x
IN RE AMERICAN BANKNOTE CORPORATION     :         99 Civ. 0661 (CM)
SECURITIES LITIGATION                   :
--------------------------------------- x
This Document Relates To                :
ALL CONSOLIDATED ACTIONS                :
--------------------------------------- x


                         PRELIMINARY ORDER IN CONNECTION
                           WITH SETTLEMENT PROCEEDINGS

          WHEREAS, on October__, 2000, the parties to the above-entitled actions
(the "Actions') entered into a Global Stipulation and Agreement of Settlement
(the "Stipulation") which is subject to review under Rule 23 of the Federal
Rules of Civil Procedure ("F.R.Civ.P.") and which, together with the exhibits
thereto, sets forth the terms and conditions for the proposed settlement of the
claims alleged in the ABN Complaint and the Holographics Complaint on the merits
and with prejudice upon the terms and conditions set forth in the Stipulation;
and the Court having read and considered the Stipulation and the accompanying
documents; and the parties to the Stipulation having consented to the entry of
this Order; and all capitalized terms used herein having the meanings defined in
the Stipulation;

          NOW, THEREFORE, IT IS HEREBY ORDERED, this ______day of_________ 2000,
that:

          1. Pursuant to F.R.Civ.P. 23(b)(3), and for the purposes of the
settlement only, i) the ABN Action is hereby certified as a class action on
behalf of: all persons and entities who purchased the common stock of American
Banknote Corporation ("ABN") during the period from and including May 2, 1996
through and including January 25, 1999 (the "ABN Class"); and ii) the
Holographics Action is hereby certified as a class action on behalf of: all
persons and entities who purchased the common stock of American Bank Note
Holographics, Inc. ("Holographics") during the period from and including July
15, 1998 through and including February 1, 1999 (the "Holographics Class").
Excluded from each Class are the Released Parties, members of the immediate
family (parents, spouses. siblings, and children) of each of the Released
Parties, any entity (except Bay Harbour Management L.C. or any investment funds
managed by Bay Harbour) in which any Released Party is affiliated (as that term
is defined in Rule 12b-2 promulgated by the Securities Exchange Act of 1934, as
amended) and the legal representatives, heirs, successors, predecessors in
interest or assigns of any Released Party.

          2. The Court finds that the prerequisites for a class action under
F.R.Civ.P. 23(a) and (b)(3) have been satisfied with respect to both the ABN
Action and the Holographics Action in that: (a) the number of Class Members in
each action is so numerous that joinder of all members of either action is
impracticable; (b) there are questions of law and fact common to the Classes;
(c) the claims of the named representatives are typical of the claims of the
Classes they seek to represent; (d) the Plaintiffs will fairly and adequately
represent the interests of the Classes; (e) the questions of law and fact common
to the members of the Classes predominate over any questions affecting only
individual members of the Classes; and (f) a class action is superior to other
available methods for the fair and efficient adjudication of the controversy.

          3. Pursuant to F.R.Civ.P. 23, the ABN Lead Plaintiffs are certified as
ABN Class Representatives and the Holographics Lead Plaintiffs are certified as
Holographics Class Representatives.

          4. Hearings (the "Settlement Fairness Hearings") pursuant to
F.R.Civ.P. 23(e) are hereby scheduled to be held before the Court on
_____________, 2000, commencing at ____:____ __.m. for the following purposes:

               (a) to finally determine whether these Actions satisfy the
applicable prerequisites for class action treatment under F.R.Civ.P. 23(a) and
(b);

               (b) to determine whether the proposed Settlement is fair,
reasonable, and adequate, and should be approved by the Court;

               (c) to determine whether the Orders and Final Judgments as
provided under the Stipulation should be entered, dismissing the Complaints
filed herein, on the merits and with prejudice, and to determine whether the
release by the Classes to the Released Parties, as set forth in the Stipulation,
should be provided to the Released Parties;

               (d) to determine whether the proposed Plan of Allocation for the
proceeds of the Settlement is fair and reasonable, and should be approved by the
Court;

               (e) to consider Plaintiffs' Counsel's application for an award of
attorneys' fees and expenses; and

               (f) to rule upon such other matters as the Court may deem
appropriate.

          5. The Court reserves the right to approve the Settlement with or
without modification and with or without further notice of any kind. The Court
further reserves the right to enter its Orders and Final Judgments approving the
Stipulation and dismissing the Complaints on the merits and with prejudice
regardless of whether it has approved the Plan of Allocation or awarded
attorneys' fees and expenses.

          6. The Court approves the form, substance and requirements of the
Notice of Pendency of Class Actions, Hearings On Proposed Settlement and
Attorneys' Fee Petition and Right to Share in Settlement Fund (the "Class
Notice"), and the Proof of Claim form annexed hereto as Exhibits 1 and 2
respectively.

          7. Plaintiffs' Co-Lead Counsel shall cause the Class Notice and the
Proof of Claim, substantially in the forms annexed hereto, to be mailed, by
first class mail, postage prepaid, on or before ____________, 2000, to all
members of the Classes who can be identified with reasonable effort by
Plaintiffs' Co-Lead Counsel. The Settling Defendants shall cooperate in making
ABN's and Holographics' transfer records and shareholder information available
to Plaintiffs' Co-Lead Counsel or their agent for the purpose of identifying and
giving notice to the Classes. Plaintiffs' Co-Lead Counsel shall use reasonable
efforts to give notice to nominee owners such as brokerage firms and other
persons or entities who purchased ABN or Holographics common stock during the
Class Periods as record owners but not as beneficial owners. Such nominee
purchasers are directed to forward copies of the Class Notice and Proof of Claim
to their beneficial owners or to provide the Claims Administrator with lists of
the names and addresses of the beneficial owners, and the Claims Administrator
is ordered to send the Class Notice and Proof of Claim promptly to such
beneficial owners. Additional copies of the Class Notice shall be made available
to any record holder requesting such for the purpose of distribution to
beneficial owners, and such record holders shall be reimbursed from the
Settlement Fund, upon receipt by the Claims Administrator of proper
documentation, for the reasonable expense of sending the Class Notices and Proof
of Claim to beneficial owners. Plaintiffs' Co-Lead Counsel shall, at or before
the Settlement Fairness Hearings, file with the Court proof of mailing of the
Class Notice and Proof of Claim.

          8. The Court approves the form of Publication Notice of the pendency
of these class actions and the proposed settlement in substantially the form and
content annexed hereto as Exhibit 3 and directs that Plaintiffs' Co-Lead Counsel
shall cause the Publication Notice to be published in the national edition of
THE NEW YORK TIMES within ten days of the mailing of the Class Notice.
Plaintiffs' Co-Lead Counsel shall, at or before the Settlement Fairness
Hearings, file with the Court proof of publication of the Published Notice.

          9. The form and method set forth herein of notifying the Classes of
the Settlement and its terms and conditions meet the requirements of Rule 23 of
the Federal Rules of Civil Procedure, Section 21D(a)(7) of the Exchange Act, 15
U.S.C. 78u-4(1)(7), as amended by the Private Securities Litigation Reform Act
of 1995, and due process, constitute the best notice practicable under the
circumstances, and shall constitute due and sufficient notice to all persons and
entities entitled thereto.

          10. In order to be entitled to participate in the Net Settlement Fund,
in the event the Settlement is effected in accordance with all of the terms and
conditions thereof, each Class Member shall take the following actions and be
subject to the following conditions:

               (a) A properly executed Proof of Claim (the "Proof of Claim"),
substantially in the form attached hereto as Exhibit 2, must be submitted to the
Claims Administrator, at the Post Office Box indicated in the Class Notice,
postmarked not later than ____________, 2000. Such deadline may be further
extended by Court Order. Each Proof of Claim shall be deemed to have been
submitted when postmarked (if properly addressed and mailed by first class mail,
postage prepaid) provided such Proof of Claim is actually received prior to the
motion for an order of the Court approving distribution of the Net Settlement
Fund. Any Proof of Claim submitted in any other manner shall be deemed to have
been submitted when it was actually received at the address designated in the
Class Notice.

               (b) The Proof of Claim submitted by each Class Member must
satisfy the following conditions: (i) it must be properly filled out, signed and
submitted in a timely manner in accordance with the provisions of the preceding
subparagraph; (ii) it must be accompanied by adequate supporting documentation
for the transactions reported therein, in the form of broker confirmation slips,
broker account statements, an authorized statement from the broker containing
the transactional information found in a broker confirmation slip, or such other
documentation as is deemed adequate by Plaintiffs' Co-Lead Counsel; (iii) if the
person executing the Proof of Claim is acting in a representative capacity, a
certification of his current authority to act on behalf of the Class Member must
be included in the Proof of Claim; and (iv) the Proof of Claim must be complete
and contain no material deletions or modifications of any of the printed matter
contained therein and must be signed under penalty of perjury.

               (c) As part of the Proof of Claim, each Class Member shall submit
to the jurisdiction of the Court with respect to the claim submitted, and shall
(subject to effectuation of the Settlement) release all claims as provided in
the Stipulation.

          11. Class Members shall be bound by all determinations and judgments
in these Actions, whether favorable or unfavorable, unless such persons request
exclusion from the applicable Class in a timely and proper manner, as
hereinafter provided. A Class Member wishing to make such request shall mail the
request in written form, by first class mail, postage prepaid, and postmarked no
later than ___________, 2000 to the address designated in the Notice. Such
request for exclusion shall clearly indicate the name and address of the person
seeking exclusion, that the sender requests to be excluded from the Class in ABN
and Holographics Securities Litigations, and must be signed by such person. Such
persons requesting exclusion are also requested to state: their telephone number
and all purchases and sales of ABN or Holographics common stock during the Class
Periods, including the number and price of the shares purchased during the Class
Periods, the number and price of shares sold during the Class Periods or
thereafter, and the date of each such purchase or sale. The request for
exclusion shall not be effective unless the request for exclusion provides the
required information and is made within the time stated above, or the exclusion
is otherwise accepted by the Court.

          12. Class Members requesting exclusion from the Classes shall not be
entitled to receive any payment out of the Net Settlement Fund as described in
the Stipulation and Class Notice.

          13. The Court will consider objections to the Settlement, the Plan of
Allocation, or the award of attorneys' fees and reimbursement of expenses only
if such objections and any supporting papers are filed in writing with the Clerk
of the Court. United States District Court, 300 Quarropas Street, White Plains,
New York 10601, and copies of all such papers are served, on or before
__________, 2000, upon each of the following: Vincent R. Cappucci, Esq.,
Entwistle & Cappucci LLP, 400 Park Avenue, New York, New York 10022; Deborah
Clark Weintraub, Esq., Milberg Weiss Bershad Hynes & Lerach LLP, One
Pennsylvania Plaza, New York, New York 10119-0165; Stephen D. Oestreich, Esq.,
Wolf Popper LLP, 845 Third Avenue, New York, New York 10022; Stanley M.
Grossman, Esq., Pomerantz Haudek Block Grossman & Gross LLP, 100 Park Avenue,
26th Floor, New York, New York 10017; and Stuart D. Wechsler, Esq., Wechsler
Harwood Halebian & Feffer LLP. 488 Madison Avenue, New York, New York 10022, on
behalf of Plaintiffs; and James Nespole, Esq., Fulbright & Jaworski L.L.P., 666
Fifth Avenue, New York, New York 10103-3 198 on behalf of Defendant
Holographics; Kevin T. Rover, Esq., Morgan, Lewis & Bockius LLP, 101 Park
Avenue, New York, New York 10178 on behalf of Defendants ABN, Gorman and
Gentile; Miranda S. Schiller, Esq., Weil, Gotshal & Manges LLP, 767 Fifth
Avenue, New York, New York 10153 on behalf of Defendant Weissman; James A.
Mitchell, Esq., Stillman & Friedman, RC., 425 Park Avenue, 22nd Floor, New York,
New York 100'" on behalf of Defendant Cantor; Barry A. Bobrer, Esq., Morvillo,
Abramowitz, Grand, lason & Silberberg, 565 Fifth Avenue, New York, New York
10017 on behalf of Defendant Macchiarulo; Boris Feldman, Esq., Wilson Sonsini
Goodrich & Rosati, 650 Page Mill Road, Palo Alto, California 94304-1050 on
behalf of Defendants NationsBanc Montgomery Securities LLC, Lazard Freres & Co.
LLC. Raymond James & Associates, Inc., and Salomon Smith Barney Holdings Inc.;
and Robert J. Kriss, Esq., Mayer, Brown & Platt, 190 South LaSalle Street,
Chicago, Illinois 60603, on behalf of Defendant Deloitte & Touche LLP.
Attendance at the hearings is not required; however. persons wishing to be heard
orally in opposition to the approval of the Settlement, the Plan of Allocation,
and/or the request for attorney's' fees are required to indicate in their
written objection their intention to appear at the hearings. Persons who intend
to object to the Settlement, the Plan of Allocation, and/or counsel's
application for an award of attorneys' fees and expenses and desire to present
evidence at the Settlement Fairness Hearings must include in their written
objections the identity of any witnesses they may call to testify and exhibits
they intend to introduce into evidence at the Settlement Fairness Hearings.
Class Members do not need to appear at the hearings or take any other action to
indicate their approval.

          14, Pending final determination of whether the Settlement should be
approved, the Plaintiffs, all Class Members, and each of them, and anyone who
acts or purports to act on their behalf, shall not institute, commence or
prosecute any action which asserts Settled Claims against any Released Party,

          15. If: (a) the Settlement is terminated by Holographics or Deloitte
pursuant to Paragraph 23 of the Stipulation; (b) any specified condition to the
Settlement set forth in the Stipulation is not satisfied and the satisfaction of
such condition is not waived in writing by Plaintiffs' Co-Lead Counsel and
Counsel for the Defendants; (c) the Court rejects, in any respect, the Orders
and Final Judgments in substantially the form and content annexed to the
Stipulation as Exhibit B and/or Plaintiffs' Co-Lead Counsel and Counsel for the
Defendants fail to consent to the entry of another form of order in lieu thereof
(d) the Court rejects the Stipulation, including any amendment thereto approved
by Plaintiffs' Co-Lead Counsel and Counsel for the Defendants; or (e) the Court
approves the Stipulation, including any amendment thereto approved by
Plaintiffs' Co-Lead Counsel and Counsel for the Defendants, but such approval
is reversed on appeal and such reversal becomes final by lapse of time or
otherwise, then, in any such event, the Stipulation, including any amendment(s)
thereof, and this Preliminary Order certifying the Classes and the Class
Representatives for purposes of the Settlement shall be null and void, of no
further force or effect, and without prejudice to any party, and may not be
introduced as evidence or referred to in any actions or proceedings by any
person or entity, and each party shall be restored to his, her or its respective
position as it existed prior to June 23, 2000.

          16. The Court retains exclusive jurisdiction over the Actions to
consider all further matters arising out of or connected with the Settlement.

Dated:   White Plains, New York
         ____________ 2000



                                             ______________________________
                                             UNITED STATES DISTRICT JUDGE


<PAGE>


                                    EXHIBIT 1
                                  TO EXHIBIT A


<PAGE>


UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
--------------------------------------- x
IN RE AMERICAN BANK NOTE                :         99 Civ. 0412 (CM)
HOLOGRAPHICS, INC. SECURITIES           :
LITIGATION                              :
--------------------------------------- x
IN RE AMERICAN BANKNOTE CORPORATION     :         99 Civ. 0661 (CM)
SECURITIES LITIGATION                   :
--------------------------------------- x
This Document Relates To                :
ALL CONSOLIDATED ACTIONS                :
--------------------------------------- x



                      NOTICE OF PENDENCY OF CLASS ACTIONS,
           HEARINGS ON PROPOSED SETTLEMENT AND ATTORNEYS' FEE PETITION
                      AND RIGHT TO SHARE IN SETTLEMENT FUND

TO:      ALL PERSONS AND ENTITIES WHO PURCHASED THE COMMON STOCK OF AMERICAN
         BANK NOTE HOLOGRAPHICS, INC. ("HOLOGRAPHICS") DURING THE PERIOD
         JULY 15, 1998 THROUGH FEBRUARY 1, 1999 (THE "HOLOGRAPHICS CLASS"); AND


         ALL PERSONS AND ENTITIES WHO PURCHASED THE COMMON STOCK OF AMERICAN
         BANKNOTE CORPORATION ("ABN") DURING THE PERIOD FROM AND INCLUDING
         MAY 2, 1996 THROUGH JANUARY 25, 1999 (THE "ABN CLASS")


PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. YOUR RIGHTS WILL BE
AFFECTED BY PROCEEDINGS IN THESE ACTIONS. IF YOU ARE A CLASS MEMBER, YOU
ULTIMATELY MAY BE ENTITLED TO RECEIVE BENEFITS PURSUANT TO THE PROPOSED
SETTLEMENT DESCRIBED HEREIN.

CLAIMS DEADLINE: CLAIMANTS MUST SUBMIT PROOFS OF CLAIM, ON THE FORM ACCOMPANYING
THIS NOTICE. POSTMARKED ON OR BEFORE JANUARY 30, 2001

EXCLUSION DEADLINE: REQUESTS FOR EXCLUSION MUST BE SUBMITTED POSTMARKED ON OR
BEFORE DECEMBER 8,2000.

SECURITIES BROKERS AND OTHER NOMINEES: PLEASE SEE INSTRUCTIONS ON PAGE ___
HEREIN.


                    SUMMARY OF SETTLEMENT AND RELATED MATTERS

I. PURPOSE OF THIS NOTICE


          1. This Notice is given pursuant to Rule 23 of the Federal Rules of
Civil Procedure and an Order of the Court dated October 25, 2000. The purpose of
this Notice is to inform you that these actions have been certified as class
actions for the purposes of a proposed Settlement that will affect all Class
Members' rights. This Notice describes rights you may have under the proposed
Settlement and what steps you may take in relation to these actions. This Notice
is not an expression of any opinion by the Court as to the merits of any claims
or any defenses asserted by any party in these actions, or the fairness or
adequacy of the proposed Settlement.

II. STATEMENT OF PLAINTIFF RECOVERY

          2. Pursuant to the Settlement described herein, Settlement Funds
consisting of $14,850,000 in cash, plus interest, have been established. In
addition, Defendants ABN and Holographics shall each deliver the securities
described at paragraph 28 below (the "Settlement Securities") for the benefit of
the Classes. Plaintiffs estimate that there were approximately 30.6 million
shares of Holographics common stock traded during the Class Period which may
have been damaged as a result of the alleged wrongdoing described below.
Plaintiffs estimate that the average cash recovery per damaged share of
Holographics common stock under the Settlement (exclusive of the Settlement
Securities) is 40.3 cents per damaged share before deduction of Court-awarded
attorneys' fees and expenses. Plaintiffs estimate that there were approximately
25.0 million shares of ABN common stock traded during the ABN Class Period which
may have been damaged as a result of the alleged wrongdoing. Plaintiffs estimate
that the average cash recovery per damaged share of ABN common stock (exclusive
of the Settlement Securities) under the Settlement is 10.0 cents per damaged
share before deduction of Court-awarded attorneys' fees and expenses. Depending
on the number of claims filed, when during the Class Periods Class Members
purchased their shares of Holographics or ABN common stock, and whether those
shares were held at the end of the Class Periods or sold during the Class
Periods, and if sold, when they were sold, an individual Class Member may
receive more or less than these average amounts.

          3. A Class Member's distribution from the Settlement Fund will be
governed by a Plan of Allocation, to be approved by the Court. Under the
relevant securities laws, a claimant's recoverable damages are limited to the
losses attributable to the alleged fraud. Losses which resulted from factors
other than the alleged fraud are not compensable from the Settlement Fund.

          4. A detailed explanation of how each Class Member's claim will be
calculated is set forth in the Plaintiffs' proposed Plan of Allocation which
appears at page __ of this Notice.

III. STATEMENT OF POTENTIAL OUTCOME OF CASE


          5. The parties disagreed on both liability and damages and do not
agree on the average amount of damages per share that would be recoverable if
Plaintiffs were to have prevailed on each claim alleged. The issues on which the
parties disagree include (a) the appropriate economic model for determining the
amounts by which Holographics' and ABN's common stock were allegedly
artificially inflated (if at all) during the Class Periods; (b) the amounts by
which Holographics' and ABN's common stock were allegedly artificially inflated
(if at all) during the Class Periods; (c) the effect of various market forces
influencing the trading prices of Holographics' and ABN's common stock at
various times during the Class Periods; (d) the extent to which external factors
such as general market and industry conditions, influenced the trading prices of
Holographics' and ABN's common stock at various times during the Class Periods;
(e) the extent to which the various matters that Plaintiffs alleged were
materially false or misleading influenced (if at all) the trading prices of
Holographics' and ABN's common stock at various times during the Class Periods;
(f) the extent to which the various allegedly adverse material facts that
Plaintiffs alleged were omitted influenced (if at all) the trading prices of
Holographics' and ABN's common stock at various times during the Class Periods;
and (g) whether the statements made or facts allegedly omitted were material or
otherwise actionable under the federal securities laws.

          6. Plaintiffs' Counsel consider that there were risks that Plaintiffs
and the Classes might not have prevailed on all their claims and that there were
risks that the decline in the prices of Holographics' and ABN's common stock
could be attributed, in whole or in part, to other factors, therefore Plaintiffs
could have recovered nothing or substantially less than this amount. For
example, at the time the agreement in principle to settle the actions was
reached, defendant ABN was subject to protection under Chapter 11 of the United
States Bankruptcy Code.

          7. The Defendants deny that they are liable to the Plaintiffs or the
Classes and deny that Plaintiffs or the Classes have suffered any damages.

IV. STATEMENT OF ATTORNEYS' FEES AND COSTS SOUGHT

          8. Plaintiffs' Counsel intend to apply for fees of up to one-third
(33-1/3%) of the Gross Settlement Fund, and for reimbursement of expenses
incurred in connection with the prosecution of these actions for an amount not
to exceed $500,000. Plaintiffs' Counsel have expended considerable time and
effort in the prosecution of this litigation on a contingent fee basis, and have
advanced the expenses of the litigation, in the expectation that if they were
successful in obtaining a recovery for the Classes they would be paid from such
recovery. In this type of litigation it is customary for counsel to be awarded a
percentage of the common fund recovery as their attorneys' fees.

V. FURTHER INFORMATION

          9. Further information regarding the Holographics Action and this
Notice may be obtained by contacting the Holographics Plaintiffs' Co-Lead
Counsel: Vincent R. Cappucci, Esq., Entwistle & Cappucci LLP, 400 Park Avenue,
New York, New York 10022, Telephone (212) 894-7200; Deborah Clark-Weintraub,
Esq., Milberg Weiss Bershad Hynes & Lerach LLP, One Pennsylvania Plaza, New
York, New York 10119-0165, Telephone (212) 594-5300; Stephen D. Oestreich, Esq.,
Wolf Popper LLP, 845 Third Avenue, New York, New York 10022, Telephone (212)
759-4600. Further information regarding the ABN Action and this Notice may be
obtained by contacting THE ABN Plaintiffs' Co-Lead Counsel: Stanley M. Grossman,
Esq., Pomerantz Haudek Block Grossman & Gross LLP, 100 Park Avenue, 26th Floor,
New York, New York 10017, Telephone (212) 661-1100; or Stuart D. Wechsler, Esq.,
Wechsler Harwood Halebian & Feffer LLP, 488 Madison Avenue, New York, New York
10022, Telephone (212) 935-7400.

VI. REASONS FOR THE SETTLEMENT

          10. The principal reason for the Settlement is the benefit to be
provided to the Classes now. This benefit must be compared to the risk that
plaintiffs might not obtain a judgment after a contested trial and likely
appeals, possibly years into the future, and that even if plaintiffs ultimately
succeeded in obtaining a judgment, collection would not be assured.

                     NOTICE OF SETTLEMENT FAIRNESS HEARINGS

          11. NOTICE IS HEREBY GIVEN, pursuant to Rule 23 of the Federal Rules
of Civil Procedure and an Order of the United States District Court for the
Southern District of New York (the "Court") dated October 25, 2000, that
hearings will be held before the Honorable Colleen McMahon in the United States
Courthouse, 300 Quarropas Street, White Plains, New York 10601, at 9:30 a.m., on
December 15, 2000 (the "Settlement Fairness Hearings") to determine whether a
proposed settlement (the "Settlement") of the above-captioned actions (the
"Actions") as set forth in the Stipulation of Settlement dated October 24, 2000
(the "Stipulation"), is fair, reasonable and adequate and to consider the
proposed Plan of Allocation for the settlement proceeds and the application of
Plaintiffs' Counsel for attorneys' fees and reimbursement of expenses.

          12. The Court, by Preliminary Order In Connection With Settlement
Proceedings, dated October 25, 2000, has certified a ABN Plaintiffs' Class
consisting of "all persons and entities who purchased the common stock of ABN
during the period from and including May 2, 1996 through and including January
25, 1999" and a Holographics Plaintiffs' Class consisting of "all persons and
entities who purchased the common stock of Holographics during the period from
and including July 15, 1998 through and including February 1, 1999." Excluded
from the Classes are the Released Parties (as defined below), members of the
immediate family (parents, spouses, siblings, and children) of each of the
Released Parties, any entity (except Bay Harbour Management L.C. or any
investment funds managed by Bay Harbour) in which any Released Party is
affiliated (as that term is defined in Rule 12b-2 promulgated by the Securities
Exchange Act of 1934, as amended) and the legal representatives, heirs,
successors, predecessors in interest or assigns of any Released Party.

                          BACKGROUND OF THE LITIGATION

          13. Throughout the Class Periods, ABN was a holding company engaged
through its various subsidiaries in the secured products and systems industry.
Until its July 15, 1998 initial public offering, Holographics was a wholly-owned
subsidiary of ABN. Holographics originated, manufactured and marketed
mass-produced holograms and holographic material for use in security and
counterfeiting-protection applications and for non-secure uses such as magazine
advertisements and specialized packaging.

          14. The Consolidated Complaint filed in the ABN Action (the "ABN
Complaint") alleges, among other things, that Defendants ABN, Weissman, Gorman,
and Gentile issued false and misleading press releases and other statements
regarding ABN's financial condition and results of operations during the ABN
Class Period in a scheme to artificially inflate the value of ABN's securities.

          15. A principal part of the alleged scheme in the ABN Action included
the overstatement of income and the understatement of expenses during the ABN
Class Period. It was alleged that accurately reporting such financial
information would have, among other things, risked the success of the
Holographics IPO and ABN's debt financing for its plans for international
expansion through joint ventures and acquisitions. Allegedly, it was not until
April 20, 1999 that ABN finally admitted inter alia the following facts: (a)
that ABN's reported financial statements for the years ended December 31, 1997
and December 31, 1996, as well as the interim financial statements for each of
the first three quarters of 1998, would require a restatement concurrent with
the restatements of Holographics (which had been a wholly-owned subsidiary of
ABN during those periods) for those periods; (b) that ABN would not timely file
its annual report for the year ended December 31, 1998; (c) that the Securities
and Exchange Commission (the "SEC") had commenced a formal investigation of ABN
due to Holographics' revenue recognition issues; and (d) that ABN had retained
The Blackstone Group to explore "strategic alternatives," including a debt
restructuring or the sale of other assets to reduce its debts.

          16. The ABN Complaint further alleges that Plaintiffs and other ABN
Class Members purchased the common stock of ABN during the ABN Class Period at
artificially inflated prices as a result of the Defendants' dissemination of
false and misleading statements regarding ABN in violation of Sections 10(b) and
20(a) of the Securities Exchange Act of 1934, and Rule lOb-5 promulgated
thereunder. At the end of the Class Period, when Plaintiffs claim that the true
facts about ABN began to be revealed, the price of ABN shares declined
substantially.

          17. The Consolidated Class Action Complaint filed in the Holographics
Action (the "Holographics Complaint") alleges, among other things, that the
Holographics Defendants issued false and misleading press releases and other
statements regarding Holographics' financial condition and results of operations
during the Holographics Class Period in a scheme to artificially inflate the
value of Holographics' securities. Holographics was a wholly owned subsidiary of
ABN prior to its public offering and allegedly in ABN's control subsequent to
the public offering.

          18. The Complaint in the Holographics Action generally alleges, among
other things, that: (1) Defendants ABN, Holographics, NationsBanc, Lazard
Freres, Raymond James, Smith Barney, Weissman, Cantor and Macchiarulo and
Deloitte & Touche LLP ("Deloitte") violated Section 11 of the Securities Act of
1933 in connection with ABNH's issuance of a false and misleading prospectus in
connection with the initial public offering of Holographics' common stock on or
about July 15, 1998 (the "IPO"): (2) Defendants ABN, Holographics. NationsBanc,
Lazard Freres, Raymond James, and Smith Barney violated Section 12(a)(2) of the
Securities Act of 1933; (3) Defendants ABN, Weissman, Cantor and Macchiarulo
violated Section 15 of the Securities Act of 1933; (4) Defendants ABN,
Holographics, Weissman, Cantor and Macchiarulo violated Section 10(b) of the
Securities Exchange Act of 1934, and Rule lOb-5 promulgated thereunder; and (5)
Defendants Weissman, Cantor and Macchiarulo violated Section 20(a) of the
Securities Exchange Act of 1934. A principal part of the alleged scheme in the
Holographics Action included the overstatement of income and the understatement
of expenses of Holographics during the Holographics Class Period. It was alleged
that accurately reporting such financial information would have, among other
things, risked ABN's plan to use the net proceeds from the Holographics IPO for
a cash tender offer to repurchase some of ABN's outstanding indebtedness and for
general corporate purposes. Allegedly. it was not until April 15, 1999 that
Holographics finally admitted inter alia. the following facts: (a) that
Holographics could not timely file either its annual report for the year ended
December 31, 1998 or its quarterly report for the first quarter of 1999; (b)
that certain members of Holographics' senior management had resigned; (c) that
its financial statements for the years ended December 31, 1997 and December 31,
1996 as well as the interim financial statements for each of the first three
quarters of 1998 would require restatement; (d) that Holographics had been
notified by its commercial banks that events of default existed under its credit
arrangements "as a result of the financial statements misstatements and related
matters disclosed in the Company's press releases of January 19, January 25 and
February 1, 1999"; and (e) that the SEC had initiated a formal investigation
into Holographics' previously disclosed financial statements.

          19. The Holographics Complaint further alleges that Plaintiffs and
other Holographics Class Members purchased the common stock of Holographics
during the Holographics Class Period at artificially inflated prices as a result
of the dissemination of false and misleading statements regarding Holographics
by Defendants ABN, Holographics, Weissman, Cantor and Macchiarulo in violation
of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and Rule
lOb-5 promulgated thereunder. At the end of the Class Period, when Plaintiffs
claim that the true facts about Holographics began to be revealed, the price of
Holographics shares declined precipitously.

                                SUBSEOUENT EVENTS

          20. ON December 8, 1999, ABN voluntarily filed for bankruptcy under
Chapter 11 in the United States Bankruptcy Court for the southern District of
New York.

                          BACKGROUND TO THE SETTLEMENT

          21. The Defendants (as defined below) have denied all averments of
wrongdoing or liability in the Actions and all other accusations of wrongdoing
or violations of law. The Stipulation is not and shall not be construed or be
deemed to be evidence or an admission or a concession on the part of any of the
Defendants of any fault or liability or damages whatsoever, and Defendants do
not concede any infirmity in the defenses which they have asserted or intended
to assert in the Actions.

          22. Prior to entering into the Stipulation, Plaintiffs' Counsel
conducted an investigation relating to the events and transactions underlying
Plaintiffs' claims and conducted confirmatory discovery, including, INTER ALIA
review and analysis of documents produced by certain Defendants. These documents
included ABN's and Holographics' financial statements, accounting work papers,
Defendants' public statements, all relevant filings by ABN and Holographics with
the SEC and submissions by certain defendants to the SEC in connection with a
pending investigation. Plaintiffs' Co-Lead Counsel also conducted interviews of
several parties and non-parties who provided additional evidence supporting
Plaintiffs' allegations. Plaintiffs' Counsel's decision to enter into this
Settlement was made with knowledge of the facts and circumstances underlying
Plaintiffs' claims and the strengths and weaknesses of those claims. Plaintiffs
and their counsel also considered Deloitte's position that it had been
intentionally misled by other parties with respect to matters that were material
to its audit of ABNH's financial statements and further considered Deloitte's
proposed Crossclaims based upon these allegations. In determining to settle the
Actions, they have evaluated the pretrial investigation and discovery taken in
the Actions and taken into account the substantial expense and length of time
necessary to prosecute the Actions through trial, post-trial motions, and likely
appeals, taking into consideration the significant uncertainties in predicting
the outcome of these complex Actions. Plaintiffs' Counsel have also taken into
account the limited ability of certain Defendants to pay any judgment that might
ultimately be entered in these Actions, especially in light of ABN's bankruptcy,
Holographics' financial condition, and in light of certain Defendants' insurer's
reservation of rights. Plaintiffs' Counsel believe that the Settlement described
herein confers very substantial benefits upon the Classes. Based upon their
consideration of all of these factors, Plaintiffs and their counsel have
concluded that it is in the best interest of Plaintiffs and the Classes to
settle the Actions on the terms described herein.

          23. All of the parties have now agreed to settle all aspects of the
Actions subject to approval of the Court, and, with respect to the issuance of
the Settlement Securities to be delivered by ABN as discussed below, subject to
the entry of an Order confirming ABN's Plan of Reorganization by the Bankruptcy
Court.

          24. Plaintiffs recognized the uncertainty and the risk of the outcome
of any litigation, especially complex litigation such as this, and the
difficulties and risks inherent in the trial of such an action. Plaintiffs
desired to settle the claims of the Classes against Defendants on the terms and
conditions described herein which provide substantial benefits to the Classes.
Plaintiffs' Counsel deem such settlement to be fair, reasonable and adequate to,
and in the best interests of the members of the Classes.

          25. The Defendants, while continuing to deny all allegations of
wrongdoing or liability whatsoever, desired to settle and terminate all existing
or potential claims against them, without in any way acknowledging any fault or
liability.

          26. The amount of damages, if any, that Plaintiffs could prove was
also a matter of serious dispute, and the Settlement's use of a Recognized Claim
formula for distributing the Settlement proceeds does not constitute a finding,
admission or concession that provable damages could be measured by the
Recognized Claim formula. No determination has been made by the Court as to
liability or the amount, if any, of damages suffered by the Classes, nor on the
proper measure of any such damages. The determination of damages, like the
determination of liability, is a complicated and uncertain process, typically
involving conflicting expert opinions. During the course of the Actions,
Defendants, in addition to denying any liability, disputed that Plaintiffs and
the Classes were damaged by any wrongful conduct on Defendants' parts. The
Settlement herein is providing an immediate and substantial cash benefit and
avoids the risks that liability or damages might not have been proven at trial.

          27. THE COURT HAS NOT DETERMINED THE MERITS OF THE PLAINTIFFS' CLAIMS
OR THE DEFENSES THERETO. THIS NOTICE DOES NOT IMPLY THAT THERE HAS BEEN OR WOULD
BE ANY FINDING OF VIOLATION OF THE LAW OR THAT RECOVERY COULD BE HAD IN ANY
AMOUNT IF THE ACTIONS WERE NOT SETTLED.

                             TERMS OF THE SETTLEMENT

          28. In full and complete settlement of the claims which have or could
have been asserted in these Actions, and subject to the terms and conditions of
the Stipulation, Defendants have paid or caused to be paid into escrows on
behalf of Plaintiffs and the Classes $14,850,000 (the "Cash Settlement Amount"),
which is earning interest for the benefit of the Classes. In addition,
Defendants ABN and Holographics will deliver freely-tradeable shares of ABN and
Holographics common stock for the benefit of the Classes. As more fully
described in the Stipulation, Defendant ABN shall deliver for the benefit of the
Classes certificates representing in total forty percent of the Equity Reserve
(as defined in the Plan of Reorganization1). As also more fully described in the
Stipulation, Defendant Holographics shall deliver, for the benefit of the
Holographics Class, certificates representing in total 1,460,000 shares of
Holographics common stock and Common Stock Purchase Warrants (the "Warrants") to
purchase 863,647 shares of common stock at an exercise price of $6.00 per share.
At the time that the Settlement was negotiated, ABN common stock was trading at
approximately $.03 per share. Holographics common stock was de-listed from the
New York Stock Exchange on August 3, 1999. Thereafter it traded in the pink
sheets from August 1999 to March 29, 2000. Since March 30, 2000 it has traded on
the OTC Bulletin Board. At the time of the Settlement was negotiated, it was
trading at approximately $1 .625 per share. The values of ABN stock and
Holographics stock are not guaranteed by the Defendants and may go up or down
depending on numerous factors, including market conditions and the operations
and prospects of ABN and Holographics.

----------------

1    The Amended Reorganization Plan of American Banknote Corporation (the "Plan
     of Reorganization") provides that "Equity Reserve" means the reserve
     containing 915,396 shares of ABN New Common Stock (representing
     approximately 7.7% of the New Common Stock, subject to dilution by the New
     Warrants, the Rights, the Management Incentive Options, the Equity Options
     and the Consulting Options) and 622,481 New Warrants (consisting of all the
     New Warrants, and representing the right to purchase approximately 5% of
     the New Common Stock, subject to dilution by the Management Incentive
     Options, the Equity Options and the Consulting Options). The Plan of
     Reorganization also provides for the establishment of a Securities Claim
     Reserve consisting of five (5%) percent of the portion of the Equity
     Reserve allocable to the Classes, for distribution to persons who would be
     Class Members but who (i) exclude themselves from the classes, (ii) timely
     filed proofs of claim in ABN's chapter 11 case, and (iii) whose ABN
     bankruptcy claims are ultimately allowed by order of the Bankruptcy Court
     after completion of a claims objection process in the Bankruptcy Court. The
     Securities Claim Reserve, or a portion thereof, will be distributed to the
     Classes based on the Plan of Allocation, in the event that any securities
     remain in the Equity Reserve following completion of the claims objection
     process. It is a condition to the Settlement that the Plan of
     Reorganization be approved by the Bankruptcy Court.

          29. Pursuant to the Settlement, and on the Effective Date, Plaintiffs
and members of the Classes on behalf of themselves, their heirs, executors,
administrators, successors and assigns, and any persons they represent, shall
release and forever discharge, and shall forever be enjoined from prosecuting
the Released Parties with respect to each and every Settled Claim (defined
below). The Settlement also provides that the Judgment shall contain a Bar Order
preventing any party from asserting any claim of any nature whatsoever, whether
arising under federal, state, local, statutory or common law or any other law,
equitable principle rule or regulation; including both known and Unknown Claims
which are based upon or which relate in any way to the alleged facts underlying
the claims asserted or which could have been asserted in the Actions against any
of the Released Parties or National Union. The settlement also provides for the
release of such claims between Deloitte and the other Defendants.

          30. The "Defendants" include the following, each of whom will be
released from all claims relating in any way to the allegations in the ABN
Complaint and the Holographics Complaint or to any purchase of common stock of
ABN or Holographics during the Class Periods: (1) American Banknote Corporation
("ABN"); (2) American Bank Note Holographics, Inc. ("Holographics"); (3)
NationsBanc Montgomery Securities LLC; (4) Lazard Freres & Co. LLC; (5) Raymond
James & Associates, Inc.; (6) Salomon Smith Barney Holdings Inc.; (7) Morris
Weissman; (8) Joshua C. Cantor; (9) Richard P. Macchiarulo; (10) John T. Gorman;
(11) Patrick J. Gentile; and (12) Deloitte & Touche LLP ("Deloitte"). In
addition the Settlement will release all Class Members' claims against the
Defendants' current and former parents, affiliates, related entities,
subsidiaries, divisions, predecessors, successors and assigns, and its or their
current and former officers, directors, employees, partners, principals,
members, shareholders, spouses, heirs, estate executors, attorneys and members
of their immediate families, as well as all persons, other than the Released
Defendants, who were directors and/or officers of: (i) Holographics at any time
during the period from and including July 15, 1998 through and including
February 1, 1999, or (ii) ABN at any time during the period from and including
May 2, 1996 through and including January 25, 1999 (the "Released Directors and
Officers") (collectively with the Defendants, the "Released Parties").

          31. "Settled Claims" means all claims. known and unknown, whether
direct or derivative, that plaintiffs in each Action and members of the class in
each Action have and may have against any of the Released Parties and any
insurer of any Released Party by reason of or in any way related to the
purchase, acquisition, ownership, holding or sale of (a) the common stock of
Holographics during the Holographics Class Period, or (b) the common stock of
ABN during the ABN Class Period, or in any way connected with (1) any acts or
omissions or failure to act during the Holographics Class Period or the ABN
Class Period which are or could have been alleged or referred to in either of
the Actions, or (2) the adequacy of disclosure or the filing of or failure to
file with the SEC or any other governmental agency at any time during the
Holographics Class Period or the ABN Class Period, or the adequacy of disclosure
or the dissemination of or failure to disseminate at any time during the
Holographics Class Period or the ABN Class Period, any reports, representations,
announcements or other statements, or any other act or omission or failure to
act occurring during the Holographics Class Period or the ABN Class Period,
concerning, in each case, any common stock of Holographics or ABN or the
business operations, transactions, financial operations or condition or
operational or financial prospects of Holographics or ABN.

          32. If the Settlement is approved by the Court, all settled Claims
which have or could have been asserted in the Actions will be dismissed on the
merits and with prejudice as to all Class Members and all Class Members shall be
forever barred from prosecuting a class action or any other action raising any
Settled Claims against any Released Party.

          33. The Stipulation provides that either of Defendant Holographics or
Defendant Deloitte may, respectively, withdraw from this Stipulation and
terminate their rights and responsibilities thereunder in the event that in
excess of a certain amount of claimants exclude themselves from the Holographics
Class.

          34. The Settlement will become effective at such time as Orders
entered by the Court approving the Settlement shall become final and not subject
to appeal (the "Effective Date").

                               PLAN OF ALLOCATION

          35. The $14,850,000 Cash Settlement Amount and the interest earned
thereon shall be the Gross Cash Settlement Fund. The Gross Cash Settlement Fund,
less all taxes, approved costs, fees and expenses (the "Net Cash Settlement
Fund"), and the Settlement Securities, less fees awarded from the Settlement
Securities, shall be distributed to members of the Classes who file acceptable
Proofs of Claim ("Authorized Claimants").

          36. The Claims Administrator shall determine each Authorized
Claimant's PRO RATA share of the Net Cash Settlement Fund and net Settlement
Securities based upon each Authorized Claimant's "Recognized Claim."

          37. (a) An Authorized Claimant's "Recognized Claim" from transactions
in ABN common stock shall mean 47% of the difference, if a loss, between the
amount paid for ABN common stock during the ABN Class Period (including
brokerage commissions and transaction charges), and the sum for which said
shares were sold at a loss (net of brokerage commissions and transaction
charges) on or before January 25, 1999. As to those ABN shares which an
Authorized Claimant purchased during the ABN Class Period and continued to hold
as of January 25, 1999, Recognized Claim shall mean 47% of the difference, if a
loss, between the amount paid for each such share purchased during the ABN Class
Period and $0.55 1 per share, the average closing price of said shares for the
90 day period following January 25, 1999. Purchases of ABN common stock during
the ABN Class Period will be matched against sales of ABN common stock during
the ABN Class Period on a First-In, First-Out basis. Transactions resulting in a
gain shall not be included.

               (b) An Authorized Claimant's "Recognized Claim" from transactions
in Holographics common stock shall mean 100% of the difference, if a loss,
between the amount paid for Holographics common stock during the Holographics
Class Period (including brokerage commissions and transaction charges). and the
sum for which said shares were sold at a loss (net of brokerage commissions and
transaction charges) on or before February 1, 1999. As to those Holographics
shares purchased during the Holographics Class Period which an Authorized
Claimant continued to hold as of February 1, 1999, Recognized Claim shall mean
100% of the difference, if a loss, between the amount paid for each such share
purchased during the Holographics Class Period and $2.312 per share, the
average closing price of said shares for the 90 day period after February 1,
1999. Purchases during the Holographics Class Period will be matched against
sales during the Holographics Class Period on a First-In, First-Out basis.
Transactions resulting in a gain shall not be included.

          38. (a) i) With respect to 84.175%2 of the Net Settlement Fund, each
Authorized Claimant shall be allocated a PRO RATA share of the Net Cash
Settlement Fund based upon his, her or its Recognized Claim as compared to the
total Recognized Claims of all Authorized Claimants; and

                    ii) the remainder of the Net Settlement Fund will be
distributed only to members of the Holographics Class in proportion to the
Authorized Claimant's Recognized Claim from purchases of Holographics common
stock during the Holographics Class Period as compared to the total Recognized
Claims only from purchases of Holographics common stock during the Holographics
Class Period of all Authorized Claimants, as determined by the Claims
Administrator.

---------------

2    12,500,000 divided into 14,850,000 = 84.175%


<PAGE>


               (b) To the extent not previously sold or distributed, the net
shares of ABN common stock and ABN warrants will be distributed to the members
of the Classes in proportion to the Authorized Claimant's Recognized Claims as
determined by the Claims Administrator. No fractional shares or warrants shall
be issued and no shares or warrants shall be issued to any Authorized Claimant
who would not be entitled to receive at least five (5) shares or five (5)
warrants based on the initial proration of shares to Authorized Claimants. No
adjustment will be made in the cash distributions for fractional shares or
warrants nor for the minimum number of shares or warrants.

               (c) The net shares of Holographics common stock and the
Holographics Common Stock Purchase Warrants will be distributed only to members
of the Holographics Class in proportion to the Authorized Claimant's Recognized
Claim from purchases of Holographics common stock during the Holographics Class
Period as compared to the total Recognized Claims only from purchases of
Holographics common stock during the Holographics Class Period of all Authorized
Claimants, as determined by the Claims Administrator. No fractional shares or
Warrants shall be issued and no shares or Warrants shall be issued to any
Authorized Claimant who would not be entitled to receive at least five (5)
shares or five (5) Warrants based on the initial proration of shares and
Warrants to Authorized Claimants. No adjustment will be made in the cash
distributions for fractional shares or Warrants nor for the minimum number of
shares or Warrants.

          39. Class Members who do not file acceptable Proofs of Claim will not
share in the settlement proceeds. Class Members who do not either file an
acceptable request for exclusion or submit an acceptable Proof of Claim will
nevertheless be bound by the judgment and the Settlement.

                           THE RIGHTS OF CLASS MEMBERS

          40. The Court has certified these Actions to proceed as class actions.
If you purchased common stock of ABN during the period from and including May 2,
1996 through and including January 25, 1999, then you are an ABN Class Member.
If you purchased common stock of Holographics during the period from and
including July 15, 1998 through and including February 1, 1999, then you are a
Holographics Class Member. Class Members have the following options pursuant to
Rule 23 (c) (2) of the Federal Rules of Civil Procedure:

               (a) If you wish to remain a member of the Classes, you may share
in the proceeds of the Settlement, provided that you submit an acceptable Proof
of Claim. Class Members will be represented by the Plaintiffs and their counsel,
unless you enter an appearance through counsel of your own choice at your own
expense. You are not required to retain your own counsel, but if you choose to
do so, such counsel must file an appearance on your behalf on or before December
8, 2000, and must serve copies of such appearance on the attorneys listed in
Paragraph 48 below.

               (b) If you do not wish to remain a member of any of the Classes,
you may exclude yourself from the Classes by following the instructions in
Paragraph 46 below. Persons who exclude themselves from the Classes will NOT
receive any share of the Settlement proceeds and will not be bound by the
Settlement.

               (c) If you object to the Settlement or any of its terms, or to
Plaintiffs' Counsel's application for fees and expenses, and if you do not
exclude yourself from the Classes, you may present your objections by following
the instructions in Paragraph 48 below.

                    FILING AND PROCESSING OF PROOFS OF CLAIM

          41. IN ORDER TO BE ELIGIBLE TO RECEIVE ANY DISTRIBUTION FROM THE
SETTLEMENT FUND, YOU MUST COMPLETE AND SIGN THE ATTACHED PROOF OF CLAIM AND
RELEASE FORM AND SEND IT BY PREPAID FIRST CLASS MAIL POSTMARKED ON OR BEFORE
JANUARY 30, 2001, ADDRESSED AS FOLLOWS:

         In re ABN and Holographics Securities Litigations
         c/o Gilardi & Co. LLC
         Claims Administrator
         Post Office Box 990
         Corte Madera, CA 94976-0990

          42. IF YOU DO NOT SUBMIT A PROPER PROOF OF CLAIM FORM, YOU WILL NOT BE
ENTITLED TO ANY SHARE OF THE SETTLEMENT FUND.

          43. IF YOU ARE A CLASS MEMBER AND YOU DO NOT PROPERLY EXCLUDE YOURSELF
FROM THE CLASSES, YOU WILL BE BOUND BY THE SETTLEMENT AND THE FINAL JUDGMENTS OF
THE COURT DISMISSING THESE ACTIONS, EVEN IF YOU DO NOT SUBMIT A PROOF OF CLAIM.
IF YOU EXCLUDE YOURSELF, YOU WILL NOT BE BOUND BY THE JUDGMENT BUT YOU WILL NOT
BE ENTITLED TO ANY SHARE OF THE SETTLEMENT FUND.

          44. All Proofs of Claim must be submitted by the date specified in
this Notice unless such period is extended by Order of the Court.

          45. Each Claimant shall be deemed to have submitted to the
jurisdiction of the United States District Court for the Southern District of
New York with respect to his, her or its claim.

                          EXCLUSION FROM THE SETTLEMENT

          46. Each Class Member shall be bound by all determinations and
judgments in these Actions concerning the Settlement, whether favorable or
unfavorable, unless such person shall mail, by first class mail, a written
request for exclusion from the Classes, postmarked no later than December 8,
2000, addressed to ABN and Holographics Securities Litigations Exclusions, c/o
Gilardi & Co. LLC, Claims Administrator, P.O. Box 990, Cone Madera, CA
94976-0990. No person may exclude himself from the Classes after that date. In
order to be valid, each such request for exclusion must set forth the name and
address of the person or entity requesting exclusion, must state that such
person or entity "requests exclusion from the Class in ABN and Holographics
Securities Litigation. Master File Nos. 99 Civ. 0412 and 0661 (CM)" and must be
signed by such person or entity. Persons and entities requesting exclusion are
requested to also provide the following information: their telephone number, the
number of shares of ABN common stock purchased during the period May 2, 1996
through and including January 25. 1999, the number of shares of Holographics
common stock purchased during the period July 15, 1998 through February 1, 1999,
and the date(s) and price(s) of such purchases, the number(s) of shares of such
ABN or Holographics common stock sold during the Class Periods, the date(s) of
such sales and the amount(s) received therefor, and the number of shares of ABN
still owned as of the close of trading on January 25, 1999, and the number of
shares of Holographics still owned as of the close of trading on February 1,
1999. A request for exclusion shall not be effective unless the request for
exclusion provides the required information and is made within the time stated
above.

                          SETTLEMENT FAIRNESS HEARINGS

          47. At the Settlement Fairness Hearings, the Court will determine
whether to finally approve this Settlement and dismiss the Actions and the
claims of the Class Members. The Court will also determine whether the Plan of
Allocation for the Settlement proceeds and the terms and conditions for the
distribution of the Settlement Securities pursuant to the Settlement Agreement
are fair and reasonable. The Settlement Fairness Hearings may be adjourned from
time to time by the Court without further written notice to the Classes. If the
Settlement is approved, the Court will also consider the application of
Plaintiffs' Counsel for attorneys' fees.

          48. At the Settlement Fairness Hearings, any Class Member who has not
properly submitted a Request for Exclusion from the Classes may appear in person
or by counsel and be heard to the extent allowed by the Court in opposition to
the fairness, reasonableness and adequacy of the Settlement, the plan of
Allocation, or the application for an award of attorneys' fees and reimbursement
of expenses, provided, however, that in no event shall any person be heard in
opposition to the Settlement, the Plan of Allocation, or Plaintiffs' Counsel's
application for attorneys' fees and expenses and in no event shall any paper or
brief submitted by any such person be accepted or considered by the Court,
unless, on or before December 8, 2000, such person (a) files with the Clerk of
the Court notice of such person's intention to appear, showing proof of such
person's membership in the Classes, and providing a statement that indicates the
basis for such opposition, along with any documentation in support of such
objection, and (b) simultaneously serves copies of such notice, proof, statement
and documentation, together with copies of any other papers or briefs such
person files with the Court, in person or by mail upon

<TABLE>
<CAPTION>

Holographics Plaintiffs' Co-Lead Counsel:

<S>                                          <C>                                      <C>
Vincent R. Cappucci, Esq.                    Ariana J. Tadler, Esq.                   Stephen D. Oestreich, Esq.
Entwistle & Cappucci LLP                     Milberg Weiss Bershad                    Wolf Popper LLP
400 Park Avenue                              Hynes & Lerach LLP                       845 Third Avenue
New York, NY 10022                           One Pennsylvania Plaza                   New York, NY 10022
(212) 894-7200                               New York, NY 10119-0165                  (212) 759-4600
                                             (212) 594-5300

and upon ABN Plaintiffs' Co-Lead Counsel:

Stuart D. Wechsler, Esq.                     Stanley M. Grossman, Esq.
Wechsler Harwood Halebian & Feffer LLP       Pomerantz Haudek Block Grossman
488 Madison Avenue                             & Gross LLP
New York, NY 10022                           100 Park Avenue, 26th Floor
(212)935-7400                                New York, NY 10017
                                             (212)661-1100

and upon Defendants' Counsel:

James Nespole, Esq.                          Kevin T. Rover, Esq.                      Miranda S. Schiller, Esq.
Fulbright & Jaworski L.L.P.                  Morgan, Lewis                             Weil, Gotshal
666 Fifth Avenue                               & Bockius LLP                             & Manges LLP
New York, NY 10103                           101 Park Avenue                           767 Fifth Avenue
(212)318-3000                                New York, NY 10178                        New York, NY 10153
                                             (212) 309-6000                            (212) 310-8000

James A. Mitchell, Esq.                      Barry A. Bohrer, Esq.                     Boris Feldman, Esq.
Stillman & Friedman, P.C.                    Morvillo, Abramowitz.                     Wilson Sonsini
425 Park Avenue, 22nd Floor                  Grand, Iason & Silberberg                 Goodrich & Rosati
New York, NY 10022                           565 Fifth Avenue                          650 Page Mill Road
(212) 223-0200                               New York, NY 10017                        Palo Alto, CA 94304-1050
                                             (212) 856-9600                            (650) 493-9300

Robert J. Kriss, Esq.
Mayer, Brown & Platt
190 South LaSalle Street
Chicago, IL 60603
(312) 782-0600
</TABLE>


<PAGE>

                        ATTORNEYS' FEES AND DISBURSEMENTS

          49. At the Settlement Fairness Hearings or at such other time as the
Court may direct, Plaintiffs' Counsel intend to apply to the Court for an award
of attorneys' fees from the Settlement Fund in an amount not greater than
one-third (33-1/3%) of the Gross Settlement Fund and the Settlement Securities
and for reimbursement of their expenses up to a maximum amount of $500,000, plus
interest at the same rate as earned by the Settlement Fund. Plaintiffs' Counsel,
without further notice to the Classes, may subsequently apply to the Court for
fees and expenses incurred in connection with administering and distributing the
Settlement proceeds to the members of the Classes.

                               FURTHER INFORMATION

          50. For a more detailed statement of the matters involved in these
Actions, reference is made to the pleadings, to the Stipulation, to the Orders
entered by the Court and to the other papers filed in the Actions, which may be
inspected at the Office of the Clerk of the United States District Court FOR the
SOUTHERN District of New York, United States Courthouse, 300 Quarropas Street,
White Plains, New York 10601 during regular business hours.

          51. ALL INQUIRIES CONCERNING THIS NOTICE OR THE PROOF OF CLAIM FORM
BY CLASS MEMBERS SHOULD BE MADE TO THE CLAIMS ADMINISTRATOR IN WRITING AT THE
ADDRESS INDICATED BELOW.

                                SPECIAL NOTICE TO
                      SECURITIES BROKERS AND OTHER NOMINEES

          52. If you purchased common stock of American Banknote Corporation
("ABN") during the period from and including May 2, 1996 through and including
January 25, 1999 or if you purchased common stock of American Bank Note
Holographics, Inc. ("Holographics") during the period from and including July
15, 1998 through and including February 1. 1999 for the beneficial interest of a
person or organization other than yourself, the Court has directed that, within
seven days of your receipt of this Notice, you either (a) provide to the Claims
Administrator the name and last known address of each person or organization for
whom or which you purchased such stock during such time period or (b) request
additional copies of this Notice and the Proof of Claim form, which will be
provided to you free of charge, and within seven days mail the Notice and Proof
of Claim form directly to the beneficial owners of the securities referred to
herein. If you choose to follow alternative procedure (b), the Court has
directed that, upon such mailing, you send a statement to the Claims
Administrator confirming that the mailing was made as directed. You are entitled
to reimbursement from the Settlement Fund of your reasonable expenses actually
incurred in connection with the foregoing, including reimbursement of postage
expense and the cost of ascertaining the names and addresses of beneficial
owners. Those expenses will be paid upon request and submission of appropriate
supporting documentation. All communications concerning the foregoing should be
addressed to the Claims Administrator:

In re ABN and Holographics Securities Litigations
c/o Gilardi & Co. LLC
Claims Administrator
P.O. Box 990
Corte Madera, CA 94976-0990
(415) 461-0410


Dated:   White Plains, New York
         October 25, 2000



                                             By Order of the Court
                                            ---------------------------
                                              CLERK OF THE COURT


<PAGE>


                                  EXHIBIT 2 TO
                                   EXHIBIT A


<PAGE>


UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
--------------------------------------- x
IN RE AMERICAN BANK NOTE                :         99 Civ. 0412 (CM)
HOLOGRAPHICS, INC. SECURITIES           :
LITIGATION                              :
--------------------------------------- x
IN RE AMERICAN BANKNOTE CORPORATION     :         99 Civ. 0661 (CM)
SECURITIES LITIGATION                   :
--------------------------------------- x
This Document Relates To                :
ALL CONSOLIDATED ACTIONS                :
--------------------------------------- x


                           PROOF OF CLAIM AND RELEASE

          DEADLINE FOR SUBMISSION: JANUARY 30, 2001.

          IF YOU PURCHASED COMMON STOCK OF AMERICAN BANKNOTE CORPORATION ("ABN")
          DURING THE PERIOD FROM AND INCLUDING MAY 2, 1996 THROUGH AND INCLUDING
          JANUARY 25, 1999 ("ABN CLASS PERIOD") OR IF YOU PURCHASED COMMON STOCK
          OF AMERICAN BANK NOTE HOLOGRAPHICS, INC. ("HOLOGRAPHICS") DURING THE
          PERIOD FROM AND INCLUDING JULY 15, 1998 THROUGH AND INCLUDING FEBRUARY
          1,1999 ("HOLOGRAPHICS CLASS PERIOD"), YOU ARE A "CLASS MEMBER" AND YOU
          MAY BE ENTITLED TO SHARE IN THE SETTLEMENT PROCEEDS. (EXCLUDED FROM
          EACH CLASS ARE THE RELEASED PARTIES, MEMBERS OF THE IMMEDIATE FAMILY
          (PARENTS, SPOUSES, SIBLINGS, AND CHILDREN) OF EACH OF THE RELEASED
          PARTIES, ANY ENTITY (EXCEPT BAY HARBOUR MANAGEMENT L.C. OR ANY
          INVESTMENT FUNDS MANAGED BY BAY HARBOUR) IN WHICH ANY RELEASED PARTY
          IS AFFILIATED (AS THAT TERM IS DEFINED IN RULE l2B-2 PROMULGATED BY
          THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED) AND THE LEGAL
          REPRESENTATIVES, HEIRS, SUCCESSORS, PREDECESSORS IN INTEREST OR
          ASSIGNS OF ANY RELEASED PARTY.)

          IF YOU ARE A CLASS MEMBER, YOU MUST COMPLETE AND SUBMIT THIS FORM IN
          ORDER TO BE ELIGIBLE FOR ANY SETTLEMENT BENEFITS.

          YOU MUST COMPLETE AND SIGN THIS PROOF OF CLAIM AND MAIL IT BY
          PRE-PAID, FIRST CLASS MAIL, POSTMARKED NO LATER THAN JANUARY 30, 2001
          TO THE FOLLOWING ADDRESS:

           In re ABN and Holographics Securities Litigations
           c/o Gilardi & Co., LLC
           Claims Administrator
           Post Office Box 990
           Corte Madera, CA 94976-0990

YOUR FAILURE TO SUBMIT YOUR CLAIM BY JANUARY 30. 2001 WILL SUBJECT YOUR CLAIM TO
REJECTION AND PRECLUDE YOUR RECEIVING ANY MONEY OR SECURITIES IN CONNECTION WITH
THE SETTLEMENT OF THIS LITIGATION. DO NOT MAIL OR DELIVER YOUR CLAIM TO THE
COURT OR TO ANY OF THE PARTIES OR THEIR COUNSEL AS ANY SUCH CLAIM WILL BE DEEMED
NOT TO HAVE BEEN SUBMITTED. SUBMIT YOUR CLAIM ONLY TO THE CLAIMS ADMINISTRATOR.

          1. I did ___, I did not __ (check one) purchase the common stock of
American Banknote Corporation ("ABN") between May 2, 1996 and January 25, 1999,
inclusive.

          2. 1 did ___, I did not __ (check one) purchase the common stock of
American Bank Note Holographics, Inc. ("Holographics") between July 15. 1998
and February 1, 1999, inclusive.

          3. By submitting this Proof of Claim, I state that I believe in good
faith that I am a Class Member as defined above and in the Notice Of Pendency Of
Class Actions, Hearings On Proposed Settlement And Attorneys' Fee Petition And
Right To Share In Settlement Fund (the "Notice"), or am acting for such person;
that I am not a Defendant in the Actions or anyone excluded from the Classes;
that I have read and understand the Notice; that I believe that I am entitled to
receive a share of the Net Settlement Fund; that I elect to participate in the
proposed Settlement described in the Notice; and that I have not filed a request
for exclusion.

          4. 1 have set forth where requested below all relevant information
with respect to each purchase of ABN or Holographics common stock during the
Class Periods, and each sale, if any, of such securities.

          5. I have enclosed photocopies of the stockbroker's confirmation
slips, stockbroker's statements, relevant portions of my tax returns or other
documents evidencing each purchase, sale or retention of ABN or Holographics
common stock listed below in support of my claim. IF ANY SUCH DOCUMENTS ARE NOT
IN YOUR POSSESSION, PLEASE OBTAIN A COPY OR EQUIVALENT DOCUMENTS FROM YOUR
BROKER OR TAX ADVISOR BECAUSE THESE DOCUMENTS ARE NECESSARY TO PROVE AND PROCESS
YOUR CLAIM.

          6. I understand that the information contained in this Proof of Claim
is subject to such verification as the Court may direct, and I agree to
cooperate in any such verification.

          7. Upon the occurrence of the Effective Date (as defined in the
Notice) my signature hereto will constitute a full and complete release, remise
and discharge by me or, if I am submitting this Proof of Claim on behalf of a
corporation, a partnership, estate or one or more other persons, by it, him, her
or them, and by my, its, his, her or their heirs, executors, administrators,
successors, and assigns, of each of the "Released Parties" of all "Settled
Claims," as defined in the Notice.

          8. STATEMENT OF CLAIM

Name(s) of Beneficial Owner(s):

          ------------------------------
          Name
          ------------------------------
          Name
          ------------------------------
          Street No.

          --------------------             ------          --------
          City                             State           Zip Code

          (     )_______________           (     )_______________
          Telephone No. (Day)              Telephone No. (Night)


          ------------------------------------------
          Taxpayer I.D. No. or Social Security No.


          Check one:
          __ Individual                   __ Corporation
          __ Estate
          __ Other _____________________________(specify)

           -------------------------------------------------
          Record Owner's Name (if different from Beneficial
          Owner listed above)

          9. At the close of business on May 1, 1996, 1 owned ________ shares of
American Banknote Corporation ("ABN") common stock.

          10. I made the following purchases of ABN common stock between May 2,
1996 and January 25, 1999, inclusive. (Persons who received ABN common stock
during the ABN Class Period other than by purchase are not eligible to file
claims for those transactions.)

<TABLE>
<CAPTION>

Date(s) of Purchase      Number of Shares of         Purchase Price Per          Aggregate Cost
(List                    ABN Common Stock            Share of ABN                (including
Chronologically)         Purchased                   Common Stock                commissions, taxes,
(Month/Day/Year)                                                                 and fees)

<S>                       <C>                         <C>                        <C>
___________________      ___________________         $___________________        $___________________

___________________      ___________________         $___________________        $___________________

___________________      ___________________         $___________________        $___________________

___________________      ___________________         $___________________        $___________________
</TABLE>



          11. I made the following sales of ABN common stock between May 2, 1996
and January 25, 1999, inclusive:

<TABLE>
<CAPTION>

Date(s) of Sale          Number of Shares of         Sale Price Per Share        Amount Received
(List                    ABN Common Stock            of ABN Common               (net of commissions,
Chronologically)         Sold                        Stock                       taxes, and fees)
(Month/Day/Year)

<S>                       <C>                         <C>                        <C>
___________________      ___________________         $___________________        $___________________

___________________      ___________________         $___________________        $___________________

___________________      ___________________         $___________________        $___________________

___________________      ___________________         $___________________        $___________________
</TABLE>


          12. At the close of business on January 25, 1999, 1 still owned ______
shares of ABN common stock.

          13. 1 made the following purchases of American Bank Note Holographics,
Inc. ("Holographics") common stock between July 15, 1998 and February 1, 1999,
inclusive. (Persons who received Holographics common stock during the
Holographics Class Period other than by purchase are not eligible to file claims
for those transactions.)

<TABLE>
<CAPTION>

Date(s) of Purchase        Number of Shares of         Purchase Price Per          Aggregate Cost
(List                      Holographics                Share of Holographics       (including
Chronologically)           Common Stock                Common Stock                commissions, taxes,
(Month/Day/Year)           Purchased                                               and fees)

<S>                       <C>                         <C>                        <C>
___________________      ___________________         $___________________        $___________________

___________________      ___________________         $___________________        $___________________

___________________      ___________________         $___________________        $___________________

___________________      ___________________         $___________________        $___________________
</TABLE>


          14. I made the following sales of Holographics common stock between
July 15, 1998 and February 1, 1999, inclusive:

<TABLE>
<CAPTION>

Date(s) of Sale            Number of Shares of         State Price Per Share       Amount Received
(List                      Holographics                of Holographics             (net of commissions,
Chronologically)           Common Stock Sold           Common Stock                taxes, and fees)
(Month/Day/Year)

<S>                       <C>                         <C>                        <C>
___________________      ___________________         $___________________        $___________________

___________________      ___________________         $___________________        $___________________

___________________      ___________________         $___________________        $___________________

___________________      ___________________         $___________________        $___________________
</TABLE>


          15. At the close of business on February 1, 1999,1 still owned ______
shares of Holographics common stock.

          16. SUBSTITUTE FORM W-9

          Request for Taxpayer Identification Number:

          Enter taxpayer identification number below for the Beneficial
Owner(s). For most individuals, this is your Social Security Number. The
Internal Revenue Service ("I.R.S.") requires such taxpayer identification
number. If you fail to provide this information, your claim may be rejected.


          --------------------------------------------
          Social Security Number (for individuals) or


          --------------------------------------------
          Employer Identification Number
         (for estates, trusts, corporations,
          etc.)

          17. CERTIFICATION

          UNDER THE PENALTIES OF PERJURY, I (WE) CERTIFY THAT ALL OF THE
INFORMATION PROVIDED ON THIS FORM IS TRUE, CORRECT AND COMPLETE.

          I (WE) certify that I am (we are) NOT subject to backup withholding
under the provisions of Section 3406 (a)( 1 )(c) OF the Internal Revenue Code
because: (a) I am (We are) exempt from backup withholding, or (b) I (We) have
not been notified by the I.R.S. that I am (we are) subject to backup withholding
as a result of a failure to report all interest or dividends, or (c) the I.R.S.
has notified me (us) that I am (we are) no longer subject to backup withholding.
NOTE: If you have been notified by the I.R.S. that you are subject to backup
withholding, please strike out the language that you are not subject to backup
withholding in the certification above.


                                        Signature of Claimant (If this claim is
                                        being made on behalf of Joint Claimants,
                                        then each must sign)


                                        -----------------------------
                                        (Signature)


                                        -----------------------------
                                        (Signature)


                                        Date: ______________

          THIS PROOF OF CLAIM MUST BE SUBMITTED NO LATER THAN JANUARY 30, 2001,
AND MUST BE MAILED TO:

          In re ABN and Holographics Securities Litigations
          c/o Gilardi & Co. LLC
          Claims Administrator
          Post Office Box 990
          Corte Madera, CA 94976-0990

          A Proof of Claim received by the Claims Administrator shall be deemed
to have been submitted when posted, if mailed by January 30, 2001, and if a
postmark is indicated on the envelope and it is mailed first class postage
prepaid, and addressed in accordance with the above instructions. In all other
cases, a Proof of Claim shall be deemed to have been submitted when actually
received by the Claims Administrator.

          If you wish to be assured that your Proof of Claim is actually
received by the Claims Administrator then you should send it by certified mail,
return receipt requested. No acknowledgment will be made as to the receipt of
claim forms. You should be aware that it will take a significant amount of time
to process fully all of the Proofs of Claim and to administer the Settlement.
This work will be completed as promptly as time permits, given the need to
investigate and tabulate each Proof of Claim. Please notify the Claims
Administrator of any change of address.


<PAGE>


                                    EXHIBIT 3
                                  TO EXHIBIT A


<PAGE>

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
--------------------------------------- x
IN RE AMERICAN BANK NOTE                :         99 Civ. 0412 (CM)
HOLOGRAPHICS, INC. SECURITIES           :
LITIGATION                              :
--------------------------------------- x
IN RE AMERICAN BANKNOTE CORPORATION     :         99 Civ. 0661 (CM)
SECURITIES LITIGATION                   :
--------------------------------------- x
This Document Relates To:               :
ALL CONSOLIDATED ACTIONS                :
--------------------------------------- x

                  SUMMARY NOTICE OF PENDENCY OF CLASS ACTIONS,
                  PROPOSED SETTLEMENT AND SETTLEMENT HEARINGS

TO:       ALL PERSONS AND ENTITIES WHO PURCHASED THE COMMON STOCK OF AMERICAN
          BANK NOTE HOLOGRAPHICS, INC. ("HOLOGRAPHICS") DURING THE PERIOD JULY
          15, 1998 THROUGH FEBRUARY 1, 1999 (THE "HOLOGRAPHICS CLASS"); AND

          ALL PERSONS AND ENTITIES WHO PURCHASED THE COMMON STOCK OF AMERICAN
          BANKNOTE CORPORATION ("ABN") DURING THE PERIOD FROM AND INCLUDING MAY
          2,1996 THROUGH JANUARY 25, 1999 (THE "ABN CLASS")

          YOU ARE HEREBY NOTIFIED, pursuant to Rule 23 of the Federal Rules of
Civil Procedure and an Order of the Court, that the above-captioned actions have
been certified as class actions and that a settlement for $14,850,000, plus
common stock and warrants to purchase common stock of ABN and common stock and
warrants to purchase common stock of Holographics, has been proposed. Hearings
will be held before the Honorable Colleen McMahon in the United States
Courthouse, 300 Quarropas Street, White Plains, New York 10601, at 9:30 a.m., on
December 15, 2000 to determine whether the proposed settlement and plan of
allocation should be approved by the Court as fair, reasonable, and adequate,
and to consider the application of Plaintiffs' Counsel for attorneys' fees and
reimbursement of expenses.

          IF YOU ARE A MEMBER OF EITHER OF THE CLASSES DESCRIBED ABOVE, YOUR
RIGHTS WILL BE AFFECTED AND YOU MAY BE ENTITLED TO SHARE IN THE SETTLEMENT FUND.
If you have not yet received the full printed Notice of Pendency of Class
Actions, Hearings on Proposed Settlement and Attorneys' Fee Petition, and Right
to Share in Settlement Fund and a Proof of Claim form, you may obtain copies of
these documents by identifying yourself as a member of the Class and by calling
or writing to:

          In re ABN and Holographics Securities Litigations
          c/o Gilardi & Co. LLC
          Claims Administrator
          Post Office Box 990
          Corte Madera, CA 94976-0990
          (415) 461-0410

Inquiries, other than requests for the forms of Notice and Proof of Claim, may
be made to

<TABLE>
<CAPTION>

Holographics Plaintiffs' Co-Lead Counsel:

<S>                                          <C>                                <C>
Vincent R. Cappucci, Esq.                    Arianna J. Tadler, Esq.            Stephen D. Oestreich, Esq.
Entwistle & Cappucci LLP                     Milberg Weiss Bershad              Wolf Popper LLP
400 Park Avenue                               Hynes & Lerach LLP                845 Third Avenue
NEW YORK, NY 10022                           One Pennsylvania Plaza             New York, NY 10022
(212) 894-7200                               New York. NY 10 119-0165           (212) 759-4600
                                             (212) 594-5300

or ABN Plaintiffs' Co-Lead Counsel:
Stuart D. Wechsler, Esq.                     Stanley M. Grossman, Esq.
Wechsler Harwood Halebian & Feffer LLP       Pomerantz Haudek Block Grossman & Gross LLP
488 Madison Avenue                           100 Park Avenue, 26th Floor
New York, NY 10022                           New York, NY 10017
(212) 935-7400                               (212)661-1100

</TABLE>

          To participate in the Settlement, you must submit a Proof of Claim no
later than January 30, 2001. To exclude yourself from either Class you must
submit a request for exclusion postmarked no later than December 8,2000. IF YOU
ARE A CLASS MEMBER AND DO NOT EXCLUDE YOURSELF OR DO NOT SUBMIT A PROPER PROOF
OF CLAIM, YOU WILL NOT SHARE IN THE SETTLEMENT BUT YOU WILL BE BOUND BY THE
FINAL ORDER AND JUDGMENT OF THE COURT.

          Further information may be obtained by directing your inquiry in
writing to the Claims Administrator.



                                                   By Order of The Court


<PAGE>


                                   EXHIBIT B-1


<PAGE>

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
----------------------------------------------x
IN RE AMERICAN BANK NOTE                      :         99 Civ. 0412 (CM)
HOLOGRAPHICS, INC. SECURITIES                 :
LITIGATION                                    :
--------------------------------------------- x
IN RE AMERICAN BANKNOTE CORPORATION           :         99 Civ. 0661 (CM)
SECURITIES LITIGATION                         :
--------------------------------------------- x
This Document Relates To                      :
All American Banknote Actions in 99 Civ. 0661
--------------------------------------------- x

               [PROPOSED] ORDER AND FINAL JUDGMENT WITH RESPECT TO
              AMERICAN BANKNOTE CORPORATION SECURITIES LITIGATION

          On the _______ day of _____, 2000, a hearing having been held before
this Court to determine: (1) whether the terms and conditions of the Global
Stipulation and Agreement of Settlement dated October ____, 2000 (the
"Stipulation") are fair, reasonable and adequate for the settlement of all
claims asserted by the ABN Class against the ABN Defendants in the ABN Complaint
now pending in this Court under the above caption, including the release of the
ABN Defendants and the Released ABN Parties, and should be approved; (2) whether
judgment should be entered dismissing the ABN Complaint on the merits and with
prejudice in favor of the ABN Defendants only and as against all persons or
entities who are members of the ABN Class herein who have not requested
exclusion therefrom; (3) whether to approve the Plan of Allocation as a fair and
reasonable method to allocate the settlement proceeds among the members of the
ABN Class; and (4) whether and in what amount to award Plaintiffs' Counsel
attorneys' fees and reimbursement of expenses. The Court having considered all
matters submitted to it at the hearing and otherwise; and it appearing that a
notice of the hearing substantially in the form approved by the Court was mailed
to all persons or entities reasonably identifiable, who purchased common stock
of American Banknote Corporation ("ABN") during the period May 2, 1996 through
January 25, 1999 (the "ABN Class Period"), except those persons or entities
excluded from the definition of the ABN Class, as shown by the records of ABN's
transfer agent, at the respective addresses set forth in such records, and that
a summary notice of the hearing substantially in the form approved by the Court
was published in the national edition of THE NEW YORK TIMES pursuant to the
specifications of the Court; and the Court having separately considered and
determined the fairness and reasonableness of the award of attorneys' fees and
expenses requested such fees and expenses having been provided for by a separate
Order; and all capitalized terms used herein having the meanings as set forth
and defined in the Stipulation.

          NOW, THEREFORE, IT IS HEREBY ORDERED THAT:

               1. The Court has jurisdiction over the subject matter of the ABN
Action, the Plaintiffs, all ABN Class Members, and the ABN Defendants.

               2. The Court finds that the prerequisites for a class action
under Fed. R. Civ. P. 23 (a) and (b)(3) have been satisfied in that: (a) the
number of ABN Class Members is so numerous that joinder of all members thereof
is impracticable; (b) there are questions of law and fact common to the ABN
Class; (c) the claims of the ABN Class Representatives are typical of the claims
of the ABN Class they seek to represent; (d) the ABN Class Representatives have
and will fairly and adequately represent the interests of the ABN Class; (e) the
questions of law and fact common to the members of the ABN Class predominate
over any questions affecting only individual members of the ABN Class; and (f) a
class action is superior to other available methods for the fair and efficient
adjudication of the controversy.

               3. Pursuant to Rule 23 of the Federal Rules of Civil Procedure
this Court hereby finally certifies this action as a class action on behalf of
all persons and entities who purchased the common stock of ABN during the period
from and including May 2, 1996 through and including January 25, 1999. Excluded
from the ABN Class are the Released Parties, members of the immediate (parents,
spouses, siblings, and children) family of each of the Released Parties, any
entity (except Bay Harbour Management L.C. or any investment funds managed by
Bay Harbour) in which any Released Party is affiliated (as that term is defined
in Rule 12b-2 promulgated by the Securities Exchange Act of 1934, as amended)
and the legal representatives, heirs, successors, predecessors in interest or
assigns of any Released Party. Also excluded from the ABN Class are the persons
and/or entities who requested exclusion from the ABN Class as listed on Exhibit
A annexed hereto.

               4. Notice of the pendency of the ABN Action as a class action and
of the proposed Settlement was given to all ABN Class Members who could be
identified with reasonable effort. The form and method of notifying the ABN
Class of the pendency of the ABN Action as a class action and of the Settlement
and its terms and conditions met the requirements of Fed.R.Civ. P. 23 and due
process, constituted the best notice practicable under the circumstances, and
constituted due and sufficient notice to all persons and entities entitled
thereto.

               5. The Stipulation is approved as fair, reasonable and adequate,
and the ABN Class Members and the parties are directed to consummate the
Stipulation in accordance with its terms and provisions.

               6. The ABN Complaint, which the Court finds was filed on a good
faith basis in accordance with the Private Securities Litigation Reform Act and
Rule 11 of the Federal Rules of Civil Procedure based upon all publicly
available information, is hereby dismissed with prejudice and without costs,
except as provided in the Stipulation, as against the ABN Defendants.

               7. Members of the ABN Class and the successors and assigns of any
of them, are hereby permanently barred and enjoined from instituting, commencing
or prosecuting, either directly or in any other capacity, all claims, known and
unknown, whether direct or derivative, that Plaintiffs in the ABN Action and
members of the class in the ABN Action have and may have against any of the
Released ABN Parties (as defined in the Stipulation) and any insurer of any
Released ABN Party by reason of or in any way related to the purchase,
acquisition, ownership, holding or sale of the common stock of ABN during the
ABN Class Period, or in any way connected with (1) any acts or omissions or
failure to act during the ABN Class Period which are or could have been alleged
or referred to in the ABN Action, or (2) the adequacy of disclosure or the
filing of or failure to file with the Securities and Exchange Commission or any
other governmental agency at any time during the ABN Class Period, or the
adequacy of disclosure or the dissemination of or failure to disseminate at any
time during the ABN Class Period, any reports, representations, announcements or
other statements, or any other act or omission or failure to act occurring
during the ABN Class Period, concerning, in each case, any common stock of ABN
or the business operations, transactions, financial operations or condition or
operational or financial prospects of ABN (the "Settled ABN Claims") against
Defendants American Banknote Corporation ("ABN"), Morris Weissman, John T.
Gorman, Patrick J. Gentile and against Deloitte & Touche LLP ("Deloitte") and
their current and former parents, affiliates, subsidiaries, related entities,
divisions, predecessors, successors and assigns, and its or their current and
former officers, directors, employees, shareholders, partners, principals,
members, spouses, heirs, estate executors, attorneys and members of their
immediate families (collectively, the "Released ABN Defendants") and all
persons, other than the Released ABN Defendants, who were directors and/or
officers of ABN at any time during the period from and including May 2, 1996
through and including January 25, 1999 (collectively, the "Released ABN
Directors and Officers") (the Released ABN Defendants and the Released ABN
Directors and Officers are collectively referred to as the "Released ABN
Parties"). The Settled ABN Claims are hereby compromised, settled, released,
discharged and dismissed as against the Released ABN Parties on the merits and
with prejudice by virtue of the proceedings herein and this Order and Final
Judgment With Respect To American Bank Note Corporation Securities Litigation.

               8. The ABN Defendants and the successors and assigns of any of
them, are hereby permanently barred and enjoined from instituting. commencing or
prosecuting, either directly or in any other capacity, any Settled Defendants'
Claims against any of the Plaintiffs, ABN Class Members or their attorneys. The
Settled Defendants' Claims are hereby compromised, settled, released, discharged
and dismissed on the merits and with prejudice by virtue of the proceedings
herein and this Order and Final Judgment With Respect To American Bank Note
Corporation.

               9. The Court hereby permanently bars and enjoins any other person
or entity who may be or could have been jointly or severally liable to
Plaintiffs and/or the ABN Class from asserting in this Court, or in any other
federal court, or in any state court or other judicial, administrative or
arbitral proceeding, any action or claim arising out of, based upon or related
to any of the allegations in the ABN Complaint or any other pleadings filed in
the ABN Action, (including but not limited to, any claim for breach of contract,
breach of duty, contribution or equitable indemnity or contractual contribution,
express or implied, by which such person or entity attempts to recover losses
arising out of or relating in any way to the facts alleged underlying the claims
made by Plaintiffs on behalf of themselves or any member of the ABN Class)
whether known or unknown, and whether derivative or direct or which could have
been asserted against any of the ABN Defendants, National Union or the Released
ABN Parties. Any claims that Deloitte may have against the other Released
Parties relating in any way to the alleged facts underlying the claims asserted
in the ABN and Holographics Actions including, but not limited to, all claims
that Deloitte sought to assert as crossclaims in the Holographics Action, or
which it could have sought to assert as crossclaims in the Holographics Action
and any claims that any of the other Released Parties may have against Deloitte
relating to the claims asserted in the ABN and Holographics Actions are hereby
released and discharged.

               10. Neither this Judgment, the Stipulation, nor any of its terms
and provisions, nor any of the negotiations or proceedings connected with it,
nor any of the documents or statements referred to therein shall be:

                    (a) offered or received against the ABN Defendants or
against the Plaintiffs or the ABN Class as evidence of or construed as or deemed
to be evidence of any presumption, concession, or admission by any of the ABN
Defendants or by any of the Plaintiffs or the ABN Class with respect to the
truth of any fact alleged by Plaintiffs or the validity of any claim that had
been or could have been asserted in the ABN Action or in any litigation, or the
deficiency of any defense that has been or could have been asserted in the ABN
Action or in any litigation, or of any liability, negligence, fault, or
wrongdoing of ABN Defendants;

                    (b) offered or received against the ABN Defendants as
evidence of a presumption, concession or admission of any fault,
misrepresentation or omission with respect to any statement or written document
approved or made by any ABN Defendant, or against the Plaintiffs and the ABN
Class as evidence of any infirmity in the claims of Plaintiffs and the ABN
Class;

                    (c) offered or received against the ABN Defendants or
against the Plaintiffs or the ABN Class as evidence of a presumption, concession
or admission with respect to any liability, negligence, fault or wrongdoing, or
in any way referred to for any other reason as against any of the parties to the
Stipulation, in any other civil, criminal or administrative action or
proceeding, other than such proceedings as may be necessary to effectuate the
provisions of the Stipulation; provided, however, that ABN Defendants may refer
to the Stipulation to effectuate the liability protection granted them
thereunder;

                    (d) construed against the ABN Defendants or the Plaintiffs
and the ABN Class as an admission or concession that the consideration to be
given hereunder represents the amount which could be or would have been
recovered after trial; or

                    (e) construed as or received in evidence as an admission,
concession or presumption against Plaintiffs or the ABN Class or any of them
that any of their claims are without merit or that damages recoverable under the
ABN Complaint would not have exceeded the Settlement Fund.

               11. The Plan of Allocation is approved as fair and reasonable,
and Plaintiffs' Counsel and the Claims Administrator are directed to administer
the Stipulation in accordance with its terms and provisions.

               12. The Court finds that all parties and their counsel have
complied with each requirement of Rule 11 of the Federal Rules of Civil
Procedure as to all proceedings herein.

               13. An award of attorneys' fees and reimbursement of expenses to
Plaintiffs' Counsel shall be made in accordance with paragraph 13 of the Court's
Order and Final Judgment With Respect To American Bank Note Holographics
Securities Litigation (99 Civ. 0412) (CM).

               14. Exclusive jurisdiction is hereby retained over the parties
and the ABN Class Members for all matters relating to the ABN Action, including
the administration, interpretation, effectuation or enforcement of the
Stipulation and this Order and Final Judgment With Respect To American Bank Note
Corporation, and including any application for fees and expenses incurred in
connection with administering and distributing the settlement proceeds to the
members of the ABN Class.

               15. Without further order of the Court, the parties may agree to
reasonable extensions of time to carry out any of the provisions of the
Stipulation.

                  16. There is no just reason for delay in the entry of this
Order and Final Judgment With Respect To American Bank Note Corporation and
immediate entry by the Clerk of the Court is expressly directed pursuant to Rule
54 (b) of the Federal Rules of Civil Procedure.

Dated:   White Plains, New York
         _____________ 2000


                                              -----------------------------
                                              UNITED STATES DISTRICT JUDGE


<PAGE>


                                   EXHIBIT B-2


UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
------------------------------------------x
IN RE AMERICAN BANK NOTE                  :         99 Civ. 0412 (CM)
HOLOGRAPHICS, INC. SECURITIES             :
LITIGATION                                :
------------------------------------------x
IN RE AMERICAN BANKNOTE CORPORATION       :         99 Civ. 0661 (CM)
SECURITIES LITIGATION                     :
------------------------------------------x
This Document Relates To                  :
All Holographics Actions in 99 Civ. 0412  :
------------------------------------------x


               [PROPOSED] ORDER AND FINAL JUDGMENT WITH RESPECT TO
          AMERICAN BANK NOTE HOLOGRAPHICS, INC. SECURITIES LITIGATION


          On the _______ day of _____, 2000, a hearing having been held before
this Court to determine: (1) whether the terms and conditions of the Global
Stipulation and Agreement of Settlement dated October __, 2000 (the
"Stipulation") are fair, reasonable and adequate for the settlement of all
claims asserted by the Holographics Class against the Holographics Defendants in
the Holographics Complaint now pending in this Court under the above caption,
including the release of the Holographics Defendants and the Released
Holographics Parties, and should be approved; (2) whether judgment should be
entered dismissing the Holographics Complaint on the merits and with prejudice
in favor of the Holographics Defendants only and as against all persons or
entities who are members of the Holographics Class herein who have not requested
exclusion therefrom; (3) whether to approve the Plan of Allocation as a fair and
reasonable method to allocate the settlement proceeds among the members of the
Holographics Class; and (4) whether and in what amount to award Plaintiffs'
Counsel fees and reimbursement of expenses. The Court having considered all
matters submitted to it at the hearing and otherwise; and it appearing that a
notice of the hearing substantially in the form approved by the Court was mailed
to all persons or entities reasonably identifiable, who purchased common stock
of American Bank Note Holographics. Inc, ("Holographics") during the period July
15, 1998 through February 1, 1999 (the "Holographics Class Period"), except
those persons or entities excluded from the definition of the Holographics
Class, as shown by the records of Holographics' transfer agent, at the
respective addresses set forth in such records, and that a summary notice of the
hearing substantially in the form approved by the Court was published in the
national edition of THE NEW YORK TIMES pursuant to the specifications of the
Court; and the Court having considered and determined the fairness and
reasonableness of the award of attorneys' fees and expenses requested; and all
capitalized terms used herein having the meanings as set forth and defined in
the Stipulation.

          NOW, THEREFORE, IT IS HEREBY ORDERED THAT:

          1. The Court has jurisdiction over the subject matter of the
Holographics Action, the Plaintiffs, all Holographics Class Members, and the
Holographics Defendants.

          2. The Court finds that the prerequisites for a class action under
Fed. R. Civ. P. 23 (a) and (b)(3) have been satisfied in that: (a) the number of
Holographics Class Members is so numerous that joinder of all members thereof is
impracticable; (b) there are questions of law and fact common to the
Holographics Class: (c) the claims of the Holographics Class Representatives are
typical of the claims of the Holographics Class they seek to represent; (d) the
Holographics Class Representatives have and will fairly and adequately represent
the interests of the Holographics Class; (e) the questions of law and fact
common to the members of the Holographics Class predominate over any questions
affecting only individual members of the Holographics Class; and (f) a class
action is superior to other available methods for the fair and efficient
adjudication of the controversy.

          3. Pursuant to Rule 23 of the Federal Rules of Civil Procedure this
Court hereby finally certifies this action as a class action on behalf of all
persons and entities who purchased the common stock of Holographics during the
period from and including July 15, 1998 through and including February 1, 1999.
Excluded from the Holographics Class are the Released Holographics Parties,
members of the immediate (parents, spouses, siblings, and children) family of
each of the Released Holographics Parties, any entity in which any Released
Holographics Party is affiliated (as that term is defined in Rule I 2b-2
promulgated by the Securities Exchange Act of 1934, as amended) and the legal
representatives, heirs, successors, predecessors in interest or assigns of any
Released Holographics Party. Also excluded from the Holographics Class are the
persons and/or entities who requested exclusion from the Holographics Class as
listed on Exhibit A annexed hereto.

          4. Notice of the pendency of the Holographics Action as a class action
and of the proposed Settlement was given to all Holographics Class Members who
could be identified with reasonable effort. The form and method of notifying the
Holographics Class of the pendency of the Holographics Action as a class action
and of the Settlement and its terms and conditions met the requirements of
Fed.R.Civ. P. 23 and due process, constituted the best notice practicable under
the circumstances, and constituted due and sufficient notice to all persons and
entities entitled thereto.

          5. The Stipulation is approved as fair, reasonable and adequate, and
the Holographics Class Members and the parties are directed to consummate the
Stipulation in accordance with its terms and provisions.

          6. The Holographics Complaint, which the Court finds was filed on a
good faith basis in accordance with the Private Securities Litigation Reform Act
and Rule 11 of the Federal Rules of Civil Procedure based upon all publicly
available information, is hereby dismissed with prejudice and without costs,
except as provided in the Stipulation, as against the Holographics Defendants.

          7. Members of the Holographics Class and the successors and assigns of
any of them, are hereby permanently barred and enjoined from instituting,
commencing or prosecuting, either directly or in any other capacity, all claims,
known and unknown, whether direct or derivative, that Plaintiffs in the
Holographics Action and members of the class in the Holographics Action have and
may have against any of the Released Parties (as defined in the Stipulation) and
any insurer of any Released Party by reason of or in any way related to the
purchase, acquisition, ownership, holding or sale of the common stock of
Holographics during the Holographics Class Period, or in any way connected with
(1) any acts or omissions or failure to act during the Holographics Class Period
which are or could have been alleged or referred to in the Holographics Action,
or (2) the adequacy of disclosure or the filing of or failure to file with the
Securities and Exchange Commission or any other governmental agency at any time
during the Holographics Class Period, or the adequacy of disclosure or the
dissemination of or failure to disseminate at any time during the Holographics
Class Period, any reports, representations, announcements or other statements,
or any other act or omission or failure to act occurring during the Holographics
Class Period, concerning, in each case, any common stock of Holographics or the
business operations, transactions, financial operations or condition or
operational or financial prospects of Holographics (the "Settled Holographics
Claims") against Defendants American Bank Note Holographics, Inc.
("Holographics"), American Banknote Corporation ("ABN"), Morris Weissman, Joshua
C. Cantor, Richard P. Macchiarulo. NationsBanc Montgomery Securities LLC, Lazard
Freres & Co. LLC, Raymond James & Associates, Inc., Salomon Smith Barney
Holdings Inc., John T. Gorman, Patrick J. Gentile and Deloitte & Touche LLP
("Deloitte"), and their current and former parents, affiliates, related
entities, subsidiaries, divisions, predecessors, successors and assigns, and its
or their current and former officers, directors, employees, partners,
principals, members, shareholders, spouses, heirs, estate executors, attorneys
and members of their immediate families (collectively, the "Released
Defendants") and all persons, other than the Released Defendants, who were
directors and/or officers of Holographics or ABN at any time during the period
from and including July 15, 1998 through and including February 1, 1999
(collectively, the "Released Holographics Directors and Officers") (the Released
Defendants and the Released Holographics Directors and Officers are
collectively referred to as the "Released Holographics Parties"). The Settled
Claims are hereby compromised, settled, released, discharged and dismissed as
against the Released Holographics Parties on the merits and with prejudice by
virtue of the proceedings herein and this Order and Final Judgment With Respect
To American Bank Note Holographics, Inc., Securities Litigation.

          8. The Holographics Defendants and the successors and assigns of any
of them, are hereby permanently barred and enjoined from instituting, commencing
or prosecuting, either directly or in any other capacity, any Settled
Defendants' Claims (as defined in the Stipulation) against any of the
Plaintiffs, Holographics Class Members or their attorneys. The Settled
Defendants' Claims are hereby compromised, settled, released, discharged and
dismissed on the merits and with prejudice by virtue of the proceedings herein
and this Order and Final Judgment With Respect To American Bank Note
Holographics, Inc.

          9. The Court hereby permanently bars and enjoins any other person or
entity who may be or could have been jointly or severally liable to Plaintiffs
and/or the Holographics Class Members from asserting in this Court, or in any
other federal court, or in any state court or other judicial, administrative or
arbitral proceeding, any action or claim arising out of, based upon or related
to any of the allegations in the Holographics Complaint or any other pleadings
filed in the Holographics Action, (including, but not limited to, any claim for
breach of contract, breach of duty, contribution or equitable indemnity or
contractual contribution, express or implied, by which such person or entity
attempts to recover losses arising out of or relating in any way to the facts
alleged underlying the claims made by plaintiffs on behalf of themselves or any
member of the Holographics Class) whether known or unknown, and whether
derivative or direct or which could have been asserted against any of the
Holographics Defendants, their insurers or the Released Holographics Parties.
Any claims that Deloitte may have against the other Released Parties relating in
any way to the alleged facts underlying the claims asserted in the ABN and
Holographics Actions including, but not limited to, all claims that Deloitte
sought to assert as crossclaims in the Holographics Action, or which it could
have sought to assert as crossclaims in the Holographics Action, and any claims
that any of the other Released Parties may have against Deloitte relating to the
claims asserted in the ABN and Holographics Actions are hereby released and
discharged.

          10. Neither this Judgment, the Stipulation, nor any of its terms and
provisions, nor any of the negotiations or proceedings connected with it, nor
any of the documents or statements referred to therein shall be:

                    (a) offered or received against the Holographics Defendants
or against the Plaintiffs or the Holographics Class as evidence of or construed
as or deemed to be evidence of any presumption, concession, or admission by any
of the Holographics Defendants or by any of the Plaintiffs or the Holographics
Class with respect to the truth of any fact alleged by Plaintiffs or the
validity of any claim that had been or could have been asserted in the
Holographics Action or in any litigation, or the deficiency of any defense that
has been or could have been asserted in the Holographics Action or in any
litigation, or of any liability, negligence, fault, or wrongdoing of
Holographics Defendants;

                    (b) offered or received against the Holographics Defendants
as evidence of a presumption, concession or admission of any fault,
misrepresentation or omission with respect to any statement or written document
approved or made by any Holographics Defendant, or against the Plaintiffs and
the Holographics Class as evidence of any infirmity in the claims of Plaintiffs
and the Holographics Class;

                    (c) offered or received against the Holographics Defendants
or against the Plaintiffs or the Holographics Class as evidence of a
presumption, concession or admission with respect to any liability, negligence,
fault or wrongdoing, or in any way referred to for any other reason as against
any of the parties to the Stipulation, in any other civil, criminal or
administrative action or proceeding, other than such proceedings as may be
necessary to effectuate the provisions of the Stipulation; provided, however,
that Holographics Defendants may refer to the Stipulation to effectuate the
liability protection granted them thereunder;

                    (d) construed against the Holographics Defendants or the
Plaintiffs and the Holographics Class as an admission or concession that the
consideration to be given hereunder represents the amount which could be or
would have been recovered after trial; or

                    (e) construed as or received in evidence as an admission,
concession or presumption against Plaintiffs or the Holographics Class or any of
them that any of their claims are without merit or that damages recoverable
under the Holographics Complaint would not have exceeded the Settlement Fund.

               11. The Plan of Allocation is approved as fair and reasonable,
and Plaintiffs' Counsel and the Claims Administrator are directed to administer
the Stipulation in accordance with its terms and provisions.

               12. The Court finds that all parties and their counsel have
complied with each requirement of Rule 11 OF the Federal Rules of Civil
Procedure as to all proceedings herein.

               13. Plaintiffs' Counsel in the ABN Action and the Holographics
Action are jointly hereby awarded ________% of the Gross Settlement Fund and
the Settlement Securities as and for their fees, which sum the Court finds to be
fair and reasonable, and $___________ in reimbursement of expenses, which
expenses shall be paid to Plaintiffs' Co-Lead Counsel from the cash Settlement
Fund with interest from the date such cash Settlement Fund was funded to the
date of payment at the same net rate that the cash Settlement Fund earns. The
award of attorneys' fees shall be allocated among Plaintiffs' Counsel in a
fashion which, in the opinion of Plaintiffs' Co-Lead Counsel, fairly compensates
Plaintiffs' Counsel for their respective contributions in the prosecution of the
Actions.

               14. Exclusive jurisdiction is hereby retained over the parties
and the Holographics Class Members for all matters relating to the Holographics
Action, including the administration, interpretation, effectuation or
enforcement of the Stipulation and this Order and Final Judgment With Respect To
American Bank Note Holographics, Inc., and including any application for fees
and expenses incurred in connection with administering and distributing the
settlement proceeds to the members of the Holographics Class.

               15. Without further order of the Court, the parties may agree to
reasonable extensions of time to carry out any of the provisions of the
Stipulation.

               16. There is no just reason for delay in the entry of this Order
and Final Judgment With Respect To American Bank Note Holographics, Inc. and
immediate entry by the Clerk of the Court is expressly directed pursuant to Rule
54 (b) of the Federal Rules of Civil Procedure.

Dated:    White Plains, New York
          ____________, 2000



                                                  -----------------------------
                                                  UNITED STATES DISTRICT JUDGE





<PAGE>


                                PLAN SUPPLEMENT

                                   EXHIBIT P

                                       TO

                             REORGANIZATION PLAN OF
                         AMERICAN BANKNOTE CORPORATION

                     DESCRIPTION OF TERMS OF EQUITY OPTIONS


<PAGE>


                          AMERICAN BANKNOTE CORPORATION

                     DESCRIPTION OF TERMS OF EQUITY OPTIONS

          Article IV of the Second Amended Reorganization Plan of American
Banknote Corporation (the "Company"), dated as of September 12, 2000 (the
"Reorganization Plan") and the Disclosure Statement with respect to the
Reorganization Plan ("Disclosure Statement") provides that as of the
Distribution Date (as defined in the Reorganization Plan), the Company shall
grant each holder of Class 9 Preferred Stock Interests and/or Class 10 Common
Stock Interests (each as defined in the Reorganization Plan) an option to
purchase (i) up to 0.64% of the shares of the new common stock of the Company to
be issued pursuant to the Reorganization Plan, par value $.01 per share, (the
"New Common Stock") on a fully-diluted basis as of the consummation of the
Reorganization Plan at an exercise price of $2.50 per share exercisable at such
time as the New Common Stock trades at an average price of at least $5.00 over
twenty (20) consecutive trading days and (ii) up to 0.64% of the shares of New
Common Stock on a fully-diluted basis as of the consummation of the
Reorganization Plan at an exercise price of $2.50 per share exercisable at such
time as the New Common Stock trades at an average price of at least $7.50 over
twenty (20) consecutive trading days (the "Equity Option"). This document
describes the terms and conditions of the Equity Options. Any holder of an
Equity Option is hereinafter referred to in this description as an "Optionee".

1.   CLASSIFICATION.

          Each Equity Option is not intended to be an "incentive stock option"
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended.

2.   EXERCISE PRICE.

          The option exercise price per share for any Equity Option shall be
$2.50.

3.   TERM AND EXERCISE OF EQUITY OPTIONS.

     a.   The term of any Equity Option shall commence on the date of the
          consummation of the Reorganization Plan (the "Grant Date") and
          terminate upon the expiration of ten (10) years from the Grant Date
          (the "Expiration Date"). Upon the Expiration Date, all rights under an
          Equity Option shall cease.

     b.   Each Equity Option shall become exercisable in accordance with the
          schedule set forth below:

          PERCENTAGE OF SHARES
          SUBJECT TO EQUITY OPTION
          WHICH ARE EXERCISABLE              DATE

          50%                                Such time as the New Common Stock
                                             trades at an average price of at
                                             least $5.00 over a twenty (20)
                                             consecutive trading day period
                                             beginning on or after the Grant
                                             Date.

          50%                                Such time as the New Common Stock
                                             trades at an average price of at
                                             least $7.50 over a twenty (20)
                                             consecutive trading day period
                                             beginning on or after the Grant
                                             Date.

          If the New Common Stock is listed on one or more stock exchanges or
          quoted on the National Market System or SmallCap Market of NASDAQ (the
          "NASDAQ Market"), the average price determined above shall be based
          upon the closing sales prices of a share of such New Common Stock on
          the primary national or regional stock exchange on which such New
          Common Stock is listed or on the NASDAQ Market if quoted thereon. If
          the New Common Stock is not so listed or quoted but is traded in the
          over-the-counter market (other than the NASDAQ Market), the average
          price determined above shall be based upon the closing bid and asked
          prices of a share of such New Common Stock in such over-the-counter
          market.

          To the extent all or any portion of an Equity Option becomes
          exercisable as described above, such Equity Option will remain
          exercisable until the Expiration Date even though the New Common Stock
          subsequently trades at an average price less than the target levels
          described above; PROVIDED, HOWEVER, that no portion of any Equity
          Option shall be exercisable after the Expiration Date.

     c.   An Equity Option shall be exercised by delivering notice to the
          Company's principal office, to the attention of its Secretary. Such
          notice shall specify the number of shares of New Common Stock with
          respect to which the Equity Option is being exercised and the
          effective date of the proposed exercise. Payment for shares of New
          Common Stock purchased upon the exercise of an Equity Option shall be
          made on the effective date of such exercise in cash or by certified
          check, bank cashier's check, wire transfer, or by such other provision
          as the Board of Directors of the Company (the "Board") may from time
          to time authorize.

     d.   Certificates for shares of New Common Stock purchased upon the
          exercise of an Equity Option shall be issued in the name of the
          Optionee or other person entitled to receive such shares of New Common
          Stock, and delivered to the Optionee or such other person as soon as
          practicable following the effective date on which the Equity Option is
          exercised.

4.   TRANSFERABILITY.

          An Optionee shall be permitted to sell, transfer, pledge or assign all
or any portion of an Equity Option.

5.   ADJUSTMENT FOR CHANGE IN CAPITALIZATION.

          In the event that the Board shall determine that following the
consummation of the Reorganization Plan any dividend or other distribution
(whether in the form of cash, New Common Stock, or other property),
recapitalization, New Common Stock split, reverse New Common Stock split,
reorganization, merger, consolidation, spin-off, combination, repurchase, or
share exchange, or other similar corporate transaction or event, affects the New
Common Stock such that an adjustment is appropriate to prevent dilution or
enlargement of the rights of an Optionee, then the Board shall make such
equitable changes or adjustments as it deems necessary or appropriate to any or
all of (i) the number and kind of shares of New Common Stock or other property
(including cash) that may thereafter be issued in connection with any Equity
Option, (ii) the number and kind of shares of New Common Stock or other property
(including cash) issued or issuable in respect of any Equity Option, and (iii)
the option exercise price relating to any Equity Option; PROVIDED, HOWEVER, that
no adjustment shall be made pursuant to this Section 5 as a result of the
exercise of other stock options, warrants or employee stock options that were
issued pursuant to the Reorganization Plan.

6.   RIGHTS AS A STOCKHOLDER.

          No person shall have any rights as a stockholder with respect to any
shares of New Common Stock covered by or relating to any Equity Option until the
date of issuance of a stock certificate with respect to such shares. Except as
otherwise expressly provided in Section 5, no adjustment to any Equity Option
shall be made for dividends or other rights for which the record date occurs
prior to the date such stock certificate is issued.

7.   SECURITIES MATTERS.

     a.   The Company shall be under no obligation to effect the registration
          pursuant to the Securities Act of 1933, as amended, any shares of New
          Common Stock to be issued pursuant to an Equity Option or to effect
          similar compliance under any state laws. Notwithstanding anything
          herein to the contrary, the Company shall not be obligated to cause to
          be issued or delivered any certificates evidencing shares of New
          Common Stock pursuant to an Equity Option unless and until the Company
          is advised by its counsel that the issuance and delivery of such
          certificates is in compliance with all applicable laws, regulations of
          governmental authority and the requirements of any securities exchange
          on which shares of New Common Stock are traded. The Board may require,
          as a condition of the issuance and delivery of certificates evidencing
          shares of New Common Stock pursuant to an Equity Option, that the
          recipient of such shares make such agreements and representations, and
          that such certificates bear such legends, as the Board, in its sole
          discretion, deems necessary or desirable.

     b.   The transfer of any shares of New Common Stock hereunder shall be
          effective only at such time as counsel to the Company shall have
          determined that the issuance and delivery of such shares is in
          compliance with all applicable laws, regulations of governmental
          authority, and the requirements of any securities exchange on which
          shares of New Common Stock are traded. The Board may, in its sole
          discretion, defer the effectiveness of any transfer of shares of
          Common Stock hereunder in order to allow the issuance of such shares
          to be made pursuant to registration or an exemption from registration
          or other methods for compliance available under federal or state
          securities laws. The Board shall inform an Optionee in writing of its
          decision to defer the effectiveness of a transfer. During the period
          of such deferral in connection with the exercise of an Equity Option,
          an Optionee may, by written notice, withdraw such exercise and obtain
          the refund of any amount paid with respect thereto.

8.   NO FRACTIONAL SHARES.

          No fractional shares of New Common Stock shall be issued or delivered
pursuant to an Equity Option. The Board shall determine whether cash, other
Equity Options, or other property shall be issued or paid in lieu of such
fractional shares or whether such fractional shares or any rights thereto shall
be forfeited or otherwise eliminated.


<PAGE>

                                 PLAN SUPPLEMENT

                                       TO

                      SECOND AMENDED REORGANIZATION PLAN OF
                          AMERICAN BANKNOTE CORPORATION

                   POST-REORGANIZATION OFFICERS AND DIRECTORS



<PAGE>

                          AMERICAN BANKNOTE CORPORATION
                   POST-REORGANIZATION OFFICERS AND DIRECTORS


DIRECTORS

James Dondero

C. Gerald Goldsmith

Sidney Levy

Lloyd I. Miller

Steven G. Singer

Raymond L. Steele

Steven A. VanDyke



OFFICERS


Patrick J. Gentile......................Senior Vice President, Finance and
                                        Chief Accounting Officer
Sheldon Cantor..........................Vice President Corporate Services
Ira M. Horowitz, Esq....................Vice President, Legal
Patrick D. Reddy........................Vice President and Assistant Secretary